TJ i v . ® f ill*  Library 

51 

3/sl> 


THE  CENTRAL  STEEL  COMPANY 

N * 


THE  CLEVELAND  TRUST  COMPANY 

TRUSTEE 


3\xb\  Unrtgag? 

DATED  NOVEMBER  1.  1921 


$5,000,000 

TWENTY- YEAR  EIGHT  PER  CENT  FIRST  MORTGAGE 
SINKING  FUND  GOLD  BONDS 


INDENTURE  dated  November  1,  1921,  between 
The  Central  Steel  Company,  a corporation  or- 
ganized and  existing  under  the  laws  of  Ohio  (here- 
inafter called  the  Company),  of  the  first  part,  and 
The  Cleveland  Trust  Company,  a corporation  or- 
ganized and  existing  under  the  laws  of  Ohio  and 
having  its  principal  place  of  business  at  916  Euclid 
Avenue,  in  the  City  of  Cleveland  in  said  State 
(hereinafter  called  the  Trustee),  of  the  second 
part,  Witnesseth  : 

Whereas  the  Company  desires  to  borrow  money  in 
order  to  pay  current  indebtedness,  to  increase  its  work- 
ing capital  and  for  other  corporate  purposes ; and 

Whereas  the  Company,  pursuant  to  resolutions  of 
its  board  of  directors  duly  adopted  at  meetings  of  said 
board  duly  called  and  held,  and  with  the  affirmative  vote, 
consent  in  writing  and  authorization  of  the  holders  of 
more  than  three-fourths  in  amount  of  its  preferred  stock 
and  a majority  in  amount  of  its  common  stock  at  a meet- 
ing duly  called  and  held  on  due  notice  given  in  the  manner 
prescribed  by  the  regulations  of  the  Company,  has  deter- 
mined for  the  purposes  in  this  indenture  set  forth  to 
create  and  issue,  in  manner  and  form  as  provided  in  this 
indenture,  its  bonds  limited  to  the  principal  amount 
of  $5,000,000  at  any  time  outstanding,  to  be  known 
as  its  Twenty-Year  Eight  Per  Cent.  First  Mortgage 
Sinking  Fund  Gold  Bonds  (hereinafter  called  the  bonds), 


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and  to  secure  the  payment  of  the  principal  thereof  and 
the  interest  thereon  equally  and  ratably,  without  priority 
or  distinction,  and  irrespective  of  the  date  of  the  issue  of 
the  bonds,  by  the  execution  and  delivery  of  an  indenture 
in  the  form  of  this  indenture  and  by  the  conveyance  and 
pledge  hereunder  of  the  properties  of  the  Company  here- 
inafter described  or  referred  to ; and 

Whereas  the  Company,  in  and  by  said  resolutions 
of  its  board  of  directors  and  said  vote,  consent  and  au- 
thorization of  its  stockholders,  has  duly  authorized  the 
execution  and  delivery  of  this  indenture ; and 

Whereas  the  text  of  the  bonds  and  of  the  coupons 
to  be  annexed  thereto  and  of  the  certificate  of  authenti- 
cation of  the  Trustee  on  the  bonds  (with  appropriate 
insertions,  omissions  and  variations  as  to  amounts  and 
otherwise  as  hereby  permitted)  is  to  be  substantially  as 
follows : 


[form  of  bond] 

United  States  of  America 

STATE  OF  OHIO 

No.  $ 

THE  CENTRAL  STEEL  COMPANY 

Twenty-Year  Eight  Per  Cent.  First  Mortgage  Sinking 
Fund  Gold  Bond 

The  Central  Steel  Company,  a corporation  of  Ohio 
(herein  called  the  Company),  for  value  received,  hereby 
promises  to  pay  on  November  1,  1941,  either  at  the  office 


3 


of  Blair  & Co.,  in  the  Borough  of  Manhattan,  City  and 
State  of  New  York,  or  at  the  office  of  The  Cleveland  Trust 
Company,  in  Cleveland,  Ohio,  as  the  holder  may  elect, 
to  the  bearer  hereof  or,  if  this  bond  be  registered,  to  the 
registered  owner  hereof  Dollars 

in  gold  coin  of  the  United  States  of  America  of  or  equal 
to  the  standard  of  weight  and  fineness  existing  on  No- 
vember 1,  1921,  and  to  pay  at  either  of  said  offices,  as  the 
holder  may  elect,  in  like  gold  coin,  interest  thereon  from 
November  1,  1921,  until  paid,  at  the  rate  of  eight  per 
cent.  (8%)  per  annum,  payable  semi-annually  on  May 
1 and  November  1 in  each  year,  hut  only  upon  presenta- 
tion and  surrender  of  the  annexed  interest  coupons  as 
they  shall  severally  mature. 

Both  the  principal  of  and  the  interest  on  this  bond 
shall  be  paid  without  deduction  for  any  Federal  income 
tax  not  exceeding  two  per  cent.  (2%)  in  any  year,  which 
the  Company  or  the  Trustee  under  the  indenture  here- 
inafter mentioned,  may  be  required  or  permitted  to  pay 
thereon  or  retain  therefrom  under  any  present  or  future 
law  of  the.  United  States  of  America.  As  provided  in 
said  indenture,  the  Company  will  reimburse  to  the  hold- 
er or,  if  registered,  to  the  registered  owner  hereof,  any 
personal  property  tax,  not  exceeding  four  (4)  mills  per 
annum  on  each  dollar  of  the  face  amount  hereof,  which 
may  be  imposed  under  any  present  or  future  law  of  the 
Commonwealth  of  Pennsylvania  upon  this  bond  or  upon 
such  holder  or  registered  owner  by  reason  of  his  owner- 
ship hereof,  if  application  for  such  reimbursement  be 
made  as  provided  in  said  indenture. 

This  bond  is  one  of  an  issue  of  bonds  of  the  Company, 
known  as  its  Twenty-Year  Eight  Per  Cent.  First  Mort- 
gage Sinking  Fund  Gold  Bonds,  limited  to  the  principal 
amount  of  $5,000,000  at  any  time  outstanding,  and  all 
issued  and  to  be  issued  under  and  equally  secured  by  an 
indenture  of  mortgage  and  deed  of  trust  dated  Novem- 
ber 1, 1921,  made  by  the  Company  to  The  Cleveland  Trust 
Company,  of  Cleveland,  Ohio,  as  trustee.  For  a descrip- 


4 


tion  of  the  properties  mortgaged  and  pledged,  the  nature 
and  extent  of  the  security,  and  the  terms  and  conditions 
upon  which  the  bonds  are  and  are  to  be  issued  and  se- 
cured, reference  is  made  to  said  indenture. 

On  July  1,  1923  and  semi-annually  thereafter,  until 
and  including  July  1,  1931,  the  Company  is  to  pay  to  said 
Trustee,  as  a sinking  fund,  a sum  sufficient  to  purchase 
and  retire  $125,000  principal  amount  of  the  bonds  at 
one  hundred  seven  and  one-half  per  cent.  (107  y2%)  of 
the  principal  amount  thereof  and  accrued  interest.  Each 
such  sinking  fund  payment  shall,  within  ninety  (90)  days 
after  the  receipt  thereof,  be  applied  by  the  Trustee,  so 
far  as  is  possible,  to  the  purchase  at  not  exceeding  the 
price  aforesaid  of  the  bonds  at  private  sale  in  the 
open  market  or  upon  tenders,  and  any  part  of  any  such 
sinking  fund  payment  not  so  applied  by  the  Trustee 
within  ninety  (90)  days  after  the  receipt  thereof  shall 
revert  to  the  Company.  On  January  1,  1932  and  semi- 
annually thereafter,  until  and  including  July  1,  1941,  the 
Company  is  to  pay  to  the  Trustee,  as  a sinking  fund,  a 
sum  sufficient  to  purchase  and  retire  at  one  hundred 
seven  and  one-half  per  cent.  (10 7y2%)  of  the  principal 
amount  thereof  and  accrued  interest,  one-twentieth  (1/20) 
in  principal  amount  of  the  bonds  remaining  outstanding 
on  October  1,  1931.  Each  such  sinking  fund  payment 
made  on  and  after  January  1,  1932,  shall  be  retained  by 
the  Trustee  and  be  applied  by  it  to  the  purchase,  from 
time  to  time,  of  bonds  at  not  exceeding  the  price  afore- 
said and  any  balance  which  shall  not  be  so  applied  shall, 
so  far  as  necessary,  be  applied  to  the  payment  of  the 
bonds  at  maturity. 

In  case  an  event  of  default,  as  defined  in  said  inden- 
ture, shall  occur,  the  principal  of  the  bonds  may  become 
or  be  declared  due  and  payable  in  the  manner  and  with 
the  effect  provided  in  said  indenture. 

This  bond  shall  pass  by  delivery  unless  registered  in 
the  name  of  the  owner  at  the  office  or  agency  of  the  Com- 
pany in  the  Borough  of  Manhattan,  City  of  New  York, 
or  at  the  office  or  agency  of  the  Company  in  Cleveland, 


Ohio,  such  registration  being  noted  hereon  by  the  Regis- 
trar. After  such  registration  no  transfer  shall  be  valid 
unless  made  at  one  of  said  offices  or  agencies  by  the 
registered  holder,  in  person  or  by  his  attorney  duly 
authorized,  and  similarly  noted  hereon,  but  the  same 
may  be  discharged  from  registration  by  transfer  in  like 
manner  to  bearer,  and  thereupon  transferability  by 
delivery  shall  be  restored ; but  this  bond  may  again  from 
time  to  time  be  registered  or  transferred  to  bearer  as 
before.  Such  registration,  however,  shall  not  affect  the 
negotiability  of  the  coupons,  which  shall  continue  to  be 
transferable  by  delivery. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of  or  interest  on  this  bond  or  any  part  thereof  or  for 
any  claim  based  hereon  or  otherwise  in  respect  hereof  or 
of  the  indebtedness  represented  hereby  or  of  said  inden- 
ture against  any  incorporator,  stockholder,  officer  or 
director,  as  such,  past,  present  or  future,  of  the  Company 
or  of  any  successor  to  it,  either  directly  or  through  the 
Company  or  of  any  successor  to  it,  whether  by  virtue  of 
any  statute  or  constitutional  provision  or  by  the  enforce- 
ment of  any  assessment  or  otherwise,  all  such  liability 
being  by  the  acceptance  hereof  and  as  part  of  the  con- 
sideration for  the  issue  hereof  expressly  released,  as 
more  fully  provided  in  said  indenture. 

This  bond  shall  not  be  entitled  to  any  benefit  under 
said  indenture,  and  shall  not  become  valid  or  obligatory 
for  any  purpose,  until  it  shall  have  been  authenticated 
by  the  execution  of  the  certificate  hereon  endorsed  by 
the  Trustee  under  said  indenture. 

In  witness  whereof,  The  Central  Steel  Company 
has  caused  this  bond  to  be  signed  in  its  name  by  its 
President  or  one  of  its  Vice-Presidents,  and  its  corporate 
seal  to  be  hereunto  affixed  and  to  be  attested  by  its  Secre- 
tary or  one  of  its  Assistant  Secretaries,  and  coupons  for 
said  interest  with  the  facsimile  signature  of  its  Treas- 


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urer  to  be  annexed  hereto,  as  of  the  first  day  of  Novem- 
ber, 1921. 

The  Central  Steel  Company, 

by 

President. 

Attest : 

Secretary. 


[form  of  coupon] 

No.  $ 

On  1,  19  , The  Central  Steel 

Company  will  pay  to  the  bearer  at  the  office  of  Blair  & 
Co.,  in  the  City  of  New  York,  or  at  the  office  of  The  Cleve- 
land Trust  Company,  in  Cleveland,  Ohio,  as  the  holder 
may  elect,  dollars  in  United 

States  gold  coin,  without  deduction  for  any  Federal 
income  tax  not  exceeding  2%,  being  six  months  interest 
then  due  on  its  Twenty-Year  Eight  Per  Cent.  First  Mort- 
gage Sinking  Fund  Gold  Bond,  No. 


Treasurer. 


[form  of  trustee’s  certificate] 


This  is  one  of  the  bonds  referred  to  in  the  within 
mentioned  indenture. 


The  Cleveland  Trust  Company, 
Trustee, 


by 


Vice-President 


And  whereas  all  acts  and  things  prescribed  by  law 
and  by  the  certificate  of  incorporation  and  the  regula- 
tions of  the  Company  have  been  duly  complied  with,  and 
the  Company  has  executed  this  indenture  in  the  exercise 
of  legal  rights  and  powers  in  it  vested,  and  all  things 
necessary  to  make  the  bonds,  when  authenticated  by  the 
Trustee,  the  valid  and  binding  obligations  of  the  Com- 
pany and  to  make  this  indenture  a valid  and  binding 
mortgage  and  agreement  for  the  security  and  payment 
of  the  bonds,  have  been  done  and  performed : 

Now,  therefore,  in  order  to  secure  the  payment  of  all 
the  bonds  at  any  time  issued  and  outstanding  under  this 
indenture,  according  to  their  tenor,  purport  and  effect,  as 
well  the  interest  thereon  as  the  principal  thereof,  and  to 
secure  the  performance  and  observance  of  all  the  cove- 
nants and  conditions  therein  and  herein  contained,  and 
to  declare  the  terms  and  conditions  upon  which  the  bonds 
are  and  are  to  be  issued,  received  and  held,  and  for  and 
in  consideration  of  the  premises  and  of  the  acceptance  or 
purchase  of  said  bonds  by  the  holders  thereof,  and  of  the 
sum  of  one  dollar,  lawful  money  of  the  United  States  of 
America,  to  the  Company  duly  paid  by  the  Trustee  at  or 
before  the  ensealing  and  delivery  of  this  indenture,  the  re- 
ceipt whereof  is  hereby  acknowledged,  the  Company  has 
executed  and  delivered  this  indenture,  and  has  granted, 
bargained,  sold,  aliened,  remised,  released,  conveyed,  con- 
firmed, assigned,  transferred  and  set  over,  and  by  these 
presents  does  grant,  bargain,  sell,  alien,  remise,  release, 
convey,  confirm,  assign,  transfer  and  set  over,  unto  the 
Trustee,  its  successors  in  the  trust  and  its  and  their  as- 
signs, the  properties  hereinafter  described,  to  wit: 

A.  Those  certain  tracts  or  parcels  of  real  estate  par- 
ticularly described  as  follows : 


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Parcel  I : 

Situated  in  the  Township  of  Perry,  County  of  Stark 
and  State  of  Ohio  and  known  as  and  being  that  portion 
of  the  Southeast  quarter  of  Section  17  and  the  Northeast 
and  Southwest  quarters  of  West  fractional  section  19 
and  of  the  Northwest  quarter  of  Section  20,  all  in  Town- 
ship 10  (Perry)  Range  9 in  Star  County,  Ohio,  and  being 
more  particularly  described  as  follows : — 

Beginning  at  an  iron  pin  set  on  a line  200  feet  East  of 
the  center  line  of  the  East  main  building  columns  of  The 
American  Stamping  & Enameling  Company  building  and 
parallel  to  the  center  line  of  said  East  columns  and  being 
737.8  feet  Northwardly  from  the  center  line  of  the  South 
main  building  columns  of  said  building ; thence  along  said 
line  parallel  to  the  center  line  of  the  East  main  building 
columns  of  The  American  Stamping  & Enameling  Com- 
pany building  and  distant  Eastwardly  200  feet  therefrom, 
South  30°  48'  West  937.8  feet  to  a point  on  a line  parallel 
to  the  center  line  of  the  South  main  building  columns  of 
The  American  Stamping  & Enameling  Company  building 
and  distant  200  feet  Southwardly  therefrom ; thence  along 
said  line  parallel  to  said  South  main  building  columns 
and  distant  200  feet  Southwardly  therefrom  North  59° 
12'  West  781.9  feet  to  an  iron  pin  on  the  East  right  of 
way  line  of  the  Pennsylvania  Railroad  Company ; thence 
along  said  East  right  of  way  line  by  a circular  curve  of 
1132.78  feet  radius  concave  towards  the  East  a distance 
of  357.8  feet  to  an  iron  pin ; thence  tangent  to  said  curve 
South  3°  21'  West  168.9  feet  to  an  iron  pin  marking  the 
P.C.  of  a circular  curve  of  1159.78  feet  radius  concave 
toward  the  West;  thence  along  said  curve  and  still  with 
the  East  right  of  way  line  of  the  Pennsylvania  Railroad 
Company  a distance  of  640.2  feet  to  an  iron  pin  marking 
the  P.T.  of  said  curve;  thence  tangent  to  said  curve  34° 
59'  West  2532.1  feet  to  a point  still  on  the  East  right  of 
way  line  of  the  Pennsylvania  Railroad  Company ; thence 
along  the  West  line  of  lands  conveyed  by  Lee  R.  Umben- 


9 


hower  and  Hazel  Umbenhower  Graham  to  The  American 
Stamping  & Enameling  Company  by  deed  of  May  26th, 
1914,  South  25°  19'  West  1262.8  feet  to  a point  marked  by 
a 21/2  inch  pipe  fence  post  and  an  iron  pin  and  being  on 
the  West  right  of  way  line  of  the  B.  and  0.  R.  R.  Com- 
pany; thence  along  the  West  right  of  way  line  of  the  B. 
and  0.  R.  R.  Company  North  32°  19'  East  100  feet  to  an 
iron  pin;  thence  still  along  said  West  right  of  way  line 
North  33  degrees  41  minutes  East  769.0  feet  to  the  P.  C. 
of  a circular  curve  having  a radius  of  1937.0  feet  con- 
cave toward  the  East ; thence  along  said  curve  514.9  feet 
to  a point  of  tangent;  thence  along  said  tangent  North 
48°  55'  East  423.8  feet  to  the  P.  C.  of  a circular  curve 
having  a radius  of  1828.8  feet  concave  toward  the  East; 
thence  along  said  curve  381.9  feet  to  a point  of  tangent ; 
thence  along  said  tangent  North  60°  53'  East  1315.5  feet 
to  a point  at  the  Southeast  corner  of  the  B.  and  O.  pump 
house  property ; thence  along  the  South  line  of  said  pump 
house  property  North  24°  30'  West  27  feet  to  the  South- 
west corner  of  said  property;  thence  along  the  West  line 
of  said  pump  house  property  North  65°  07'  East  85  feet 
to  the  Northwest  corner  of  said  property;  thence  East- 
wardly  along  the  North  line  of  said  pump  house  property 
35.6  feet  to  the  West  right  of  way  line;  thence  North  60° 
53'  East  122.9  feet  to  the  P.  C.  of  a circular  curve  of 
3036.5  feet  radius  concave  toward  the  West;  thence  along 
said  curve  1860  feet  to  a point  at  the  Southeast  corner 
of  a 9.73  acre  tract  transferred  by  The  Massillon  Board 
of  Trade  Company  to  The  Massillon  Rolling  Mill  Com- 
pany by  deeds  of  September  11th,  1909  (vol.  497  page 
511  Stark  County  deed  records)  and  of  December  19th, 
1914  (Vol.  564  page  384)  ; thence  along  the  South  line  of 
said  9.73  acre  tract  North  88°  00'  West  468  feet  more  or 
less  to  the  Southwest  corner  of  said  tract;  thence  along 
the  West  line  of  said  9.73  acre  tract  North  1°  30'  East 
702.7  feet  to  the  Northwest  corner  of  said  tract;  thence 
along  the  North  line  of  said  tract  South  88°  30'  East 
321.3  feet  to  an  iron  pin;  thence  along  the  East  line  of 


10 


lands  conveyed  by  Joseph  Ehret  to  The  American  Stamp- 
ing and  Enameling  Company  North  1°  30'  East  88.5  feet 
to  a point  3.37  feet  North  of  the  center  line  of  the  North 
building  columns  of  The  Central  Steel  Company’s  sheet 
bar  shed;  thence  on  a line  parallel  to  the  center  line  of 
the  North  building  columns  of  said  sheet  bar  shed  and 
distant  3.37  feet  North  therefrom,  North  64°  39'  West 
125.0  feet  to  a point;  thence  North  25°  21'  East  47  feet 
to  an  iron  pin;  thence  North  64°  39'  West  430.6  feet  to  an 
iron  pin  and  the  place  of  beginning  and  containing  97.5 
acres,  be  it  more  or  less. 

Parcel  II: 

Being  a part  of  the  Northwest  quarter  of  Section  20, 
Perry  Township,  Stark  County,  Ohio,  and  described  as 
follows : — Beginning  at  an  iron  pin  marking  the  South- 
west corner  of  a tract  conveyed  to  Joseph  Ehret  by  deed 
recorded  in  Vol.  485,  page  378,  Stark  County  Deed  Rec- 
ords, and  running  North  1°  30'  East  along  the  East  line 
of  a 121  acre  tract  conveyed  by  Jos.  Ehret  to  The  Ameri- 
can Stamping  and  Enameling  Company  and  now  owned 
by  The  Central  Steel  Company,  702.7  feet  to  the  North- 
west corner  of  the  tract  hereby  described;  thence  South 
88°  30'  East  700  feet  to  the  West  right  of  way  line  of 
the  Baltimore  and  Ohio  Railroad  Company ; thence  South- 
erly along  said  right  of  way  line  800  feet  more  or  less 
to  the  Southeast  corner  of  the  tract  hereby  described; 
thence  North  88°  00'  West,  480.2  feet  to  the  place  of  be- 
ginning and  containing  9.73  acres  more  or  less. 

Parcel  III: 

Situated  in  the  Township  of  Perry,  County  of  Stark 
and  State  of  Ohio,  and  known  as  and  being  a part  of  the 
Southwest  quarter  of  Sec.  17  and  the  Northwest  quarter 
of  Section  20  of  said  Township,  beginning  for  the  same 
at  a point  in  the  West  line  of  the  right  of  way  of  the 
Cleveland,  Lorain  & Wheeling  Railroad  (now  operated  by 
the  B.  & O.  Railroad  Company)  which  point  is  also  the 


11 


Northeast  comer  of  said  lands  in  said  quarter  section  of 
which  Jeremiah  Bender  died  seized  on  or  about  October 
6th,  1907 ; thence  Westerly  along  the  North  line  of  said 
Bender  land  North  86°  7'  West  420  feet;  thence  Southerly 
3°  53'  West  882.37  feet ; thence  Easterly  South  86°  7'  East 
398.70  feet  to  the  West  hue  of  the  right  of  way  of  said 
Cleveland,  Lorain  & Wheeling  Railroad;  thence  North- 
erly along  the  West  line  of  the  aforesaid  right  of  way 
North  2°  30'  East  882.62  feet  to  the  place  of  beginning, 
containing  8.47  acres  of  land,  more  or  less. 

Paecel  IV : 

Situated  in  the  Southwest  quarter  of  Section  17,  Town- 
ship 10,  Range  9,  Perry  Township,  Stark  County,  Ohio, 
and  bounded  as  follows : — Beginning  at  an  iron  pin 
marking  the  Northwest  corner  of  the  property  of  The 
Central  Steel  Company,  said  iron  pin  being  located 
on  a line  parallel  to  the  center  line  of  the  East  build- 
ing columns  of  the  main  building  of  The  American 
Stamping  & Enameling  Company  and  distant  200  feet 
Eastwardly  therefrom  and  being  737.8  feet  North  of 
the  center  line  of  the  South  columns  of  said  building; 
thence  North  64°  39'  West  22.0  feet  to  the  center  line  of  a 
new  road  now  being  constructed  by  The  Massillon  Rolling 
Mill  Company ; thence  along  the  center  line  of  said  road 
North  15°  06'  East  272.2  feet;  thence  still  along  said 
center  line  North  3°  10'  East  253.1  feet  to  a point  on  the 
South  line  of  lands  formerly  owned  by  The  Massillon  Roll- 
ing Mill  Company ; thence  along  the  line  of  The  Massillon 
Rolling  Mill  Company’s  lands  South  88°  30'  East  425.0 
feet  to  an  iron  pin;  thence  South  1°  30'  West  793.9  feet 
to  an  iron  pin  on  the  North  line  of  the  property  of  The 
Central  Steel  Company,  said  pin  being  3.37  feet  North 
of  the  center  line  of  the  North  building  columns  of  The 
Central  Steel  Company ’s  sheet  bar  shed ; thence  along  a 
line  parallel  to  the  center  line  of  said  building  columns 
North  64°  39'  West  125.0  feet  to  a point;  thence  North 
25°  21'  East  47.0  feet  to  an  iron  pin ; thence  North  64°  39' 


12 


West  430.6  feet  to  an  iron  pin  the  place  of  beginning  and 
containing  6.66  acres. 

Reserving,  however,  that  part  of  the  real  estate  above 
described  included  within  a certain  50  feet  roadway  cre- 
ated by  and  described  in  a certain  agreement  made  and 
entered  into  between  The  Central  Steel  Company,  The 
American  Stamping  & Enameling  Company,  The  Mas- 
sillon Rolling  Mill  Company,  The  National  Pressed  Steel 
Company  and  The  Enterprise  Aluminum  Company  dated 
the  31st  day  of  August,  1920  to  which  agreement  refer- 
ence is  hereto  had  for  a complete  description  of  said  road- 
way, which  part  of  said  lands  hereby  reserved,  together 
with  the  other  lands  included  in  said  roadway  described 
shall  be  used  for  roadway  and  foot  traffic  purposes  and 
as  a means  of  ingress  and  egress  from  the  Oberlin  Road 
to  the  lands  and  property  of  the  grantor  herein  and 
others,  as  set  forth  in  said  agreement,  referred  to. 

Parcel  V : 

Situated  in  the  Township  of  Perry,  County  of  Stark 
and  State  of  Ohio  and  known  as  and  being  a part  of  West 
fractional  section  17,  Township  10  Range  9 bounded  and 
described  as  follows,  towit : — Beginning  for  the  same 
at  a cut  stone  at  the  Southeast  corner  of  lands  owned 
April  1st,  1867  by  Thomas  McCullough;  thence  North  12° 
10'  East  585  feet  to  a stake;  thence  North  85°  30'  East 
267.1  feet  to  a stake ; thence  South  17°  East  37.1  feet  to 
a stake;  thence  South  89°  46'  East  533.5  feet;  thence 
Northeastwardly  on  a 14°  curve  515  feet  to  a stake ; thence 
North  85°  30'  East  55.25  feet  to  a stake  in  the  West  line 
of  the  right  of  way  of  the  Cleveland,  Lorain  & Wheeling 
Railroad  (now  operated  by  the  B.  & O.  Railroad  Com- 
pany) ; thence  South  5°  34'  East  with  the  West  line  of 
said  right  of  way  586.5  feet  to  a stake ; thence  South  4° 
27'  East  still  with  the  West  line  of  the  right  of  way  226.05 
feet  to  a stake;  thence  North  86°  7'  West  1552.5  feet  to 
the  place  of  beginning,  containing  19.71  acres. 


13 


Excepting  therefrom  the  following  described  tract 
conveyed  to  The  Pennsylvania  Railroad  Company  by 
deed  dated  June  16th,  1916  and  recorded  in  Volume  598 
page  264  in  the  deed  records  of  Stark  County,  Ohio,  said 
tract  being  more  particularly  described  as  follows : — Be- 
ginning at  a point  on  the  production  Southwardly  of  the 
Westerly  line  of  lot  # 29  in  the  Columbia  Heights  Addi- 
tion to  Massillon,  Ohio,  recorded  in  Plat  Book  3 page  68 
of  the  Stark  County  Plat  records,  said  point  being  also 
on  the  Westerly  line  of  a tract  of  land  as  conveyed  to  the 
Granite  Improvement  Company  by  deed  of  William  H. 
Davy,  dated  April  8th,  1914,  and  recorded  in  Vol.  546 
page  260  of  the  deed  records  of  said  County,  said  point 
being  also  where  the  center  line  of  the  proposed  track 
over  the  lands  of  said  Granite  Improvement  Company  in- 
tersects said  line  at  a point  15.4  feet  Southwardly  meas- 
ured along  said  Westerly  line  of  lands  from  Southerly 
line  of  a 20  foot  alley  along  the  Southerly  side  of  said 
Columbia  Heights  Addition;  thence  being  a strip  of  land 
40  feet  in  width  13.5  feet  on  the  Southeasterly  side  and 
26.5  feet  on  the  Northwesterly  side  of  the  following  de- 
scribed center  of  said  proposed  track  over  said  land; 
thence  from  said  point  of  beginning  Southwestwardly 
207.66  feet  by  a curved  line  convex  towards  the  Southeast 
having  a radius  of  1910.08  feet  to  a point  of  tangent;  thence 
Southwestwardly  519.66  feet  more  or  less  tangential  to 
last  described  curved  line,  to  a point  ending  in  the  North- 
erly line  of  lands  of  The  American  Stamping  & Enamel- 
ing Company,  said  point  being  30.08  feet  more  or  less, 
Eastwardly  measured  along  said  line  from  a stone  monu- 
ment 104  feet  more  or  less  measured  along  said  line, 
Eastwardly  from  an  iron  monument  on  the  line  dividing 
Sections  18  and  17  in  said  Township,  containing  .67  of  an 
acre,  more  or  less. 

A strip  of  land  50  feet  in  width  off  to  the  entire  West 
side  of  this  tract  hereby  conveyed  is  subject  to  use  as  a 
public  highway  as  an  extension  of  what  is  known  as  Lin- 
coln Street  in  the  Columbia  Heights  Addition;  another 


14 


strip  of  land  60  ft.  in  width  known  as  Oberlin  Road  is 
subject  to  use  as  a public  highway;  said  60  ft.  strip  being 
30  ft.  on  each  side  of  the  following  described  center  line ; 
beginning  at  the  northeast  corner  of  the  fifth  tract  herein, 
said  corner  being  a point  in  the  west  line  of  the  right  of 
way  of  the  Cleveland,  Lorain  & Wheeling  Railroad  (now 
operated  by  the  B.  & 0.  Railroad  Company)  at  its  inter- 
section with  a 20  ft.  alley ; thence  south  5 degrees  34  min- 
utes east  with  the  westerly  line  of  said  right  of  way 
375.8  feet  to  the  center  of  a public  viaduct  and  to  the 
true  beginning  point  of  said  center  fine ; thence  south 
80  degrees  39  minutes  west  219.3  ft.  to  a point  in  the 
center  line  of  said  road ; thence  north  86  degrees  16  min- 
utes west  along  the  center  line  of  said  road  1184.8  feet 
to  a stake  on  the  west  side  of  Lincoln  Street  extended, 
said  point  being  in  the  westerly  line  of  the  premises  here- 
by conveyed.  Also  subject  to  the  lease  and  rights  of  the 
Baltimore  & Ohio  Railroad  Company  with  respect  to  their 
Y on  the  East  side  of  the  tract  hereby  conveyed.  Also 
subject  to  the  lease  and  rights  of  the  Pennsylvania  Com- 
pany with  respect  to  the  spur  at  the  Northwest  corner  of 
the  tract  hereby  conveyed,  being  the  spur  which  now 
serves  The  Massillon  Foundry  & Machine  Company,  The 
Massillon  Steel  Castings  Company  and  The  Beans  Spring 
Company,  and  further  subject  to  the  rights  given  The 
Massillon  Foundry  & Machine  Company  by  indenture  of 
lease  dated  December  11th,  1916  and  recorded  in  Vol  22 
page  310  of  the  lease  records  of  Stark  County,  Ohio. 

Parcel  VI: 

Situated  in  the  City  of  Massillon,  County  of  Stark 
and  State  of  Ohio,  and  known  as  and  being  all  that  part 
of  Lots  Nos.  1,  2 and  3 in  said  City,  bounded  and  de- 
scribed as  follows : 

Beginning  at  a point  where  the  south  fine  of  Lot  No.  3 
intersects  the  west  line  of  Clay  Street ; thence  south  60° 
and  30'  west  and  along  the  south  line  of  Lot  No.  3,  357.3 
feet  to  a stone ; thence  north  74°  and  23'  west  and  along 
the  east  bank  of  the  Tuscarawas  River  345.11  feet  to  a 


15 


point;  thence  north  31°  and  35'  west  and  continuing  along 
the  east  bank  of  the  Tuscarawas  River  463.9  feet  to  the 
south  line  of  West  Cherry  Street;  thence  north  71°  and 
25'  east  333.8  feet  more  or  less  to  the  west  line  of  a 
15-foot  alley ; thence  south  18°  and  35'  west  and  along  the 
west  line  of  the  said  15-foot  alley  165  feet  to  a point  in 
the  south  line  of  another  15-foot  alley;  thence  north  71° 
and  25'  east  and  along  the  south  line  of  said  last  men- 
tioned 15-foot  alley  253.79  feet  more  or  less  to  a point  15 
feet  west  of  the  west  line  of  the  property  heretofore 
owned  by  Jane  Feesler;  thence  south  parallel  with  the 
west  line  of  the  said  Feesler  property  and  15  feet  west- 
erly thereof  a distance  of  25  feet  more  or  less  to  the 
south  line  of  a 15-foot  alley;  thence  north  71°  and  25' 
east  and  along  the  south  line  of  said  last  mentioned  15- 
foot  alley  65  feet  to  a point  in  the  west  line  of  Clay 
Street;  thence  south  29°  and  30'  east  and  along  the  west 
line  of  Clay  Street  438.5  feet  to  the  south-east  corner  of 
Lot  No.  3 and  the  place  of  beginning. 

Parcel  VII : 

A tract  of  land,  together  with  all  veins  of  coal  under- 
lying the  same,  situated  on  Lens  Creek  in  Loudon  District, 
Kanawha  County,  West  Virginia,  being  a part  of  what  is 
known  as  the  St.  George  tract  of  land,  and  being  more 
particularly  described  as  follows : 

Beginning  at  a stake  and  stone  pile  at  the  mouth  of 
a branch  on  Road  Fork  of  Left  Hand  Fork  of  Lens  Creek 
being  in  the  line  of  Lease  No.  4 and  corner  to  Leases  No. 
5 and  6,  thence  with  the  South  line  of  Lease  No.  5 N.  39° 
15'  W.  5532  6/10  ft.  to  a stake  and  stone  pile  at  the  mouth 
of  a Branch  with  Beech  pointers,  said  corner  being  in 
the  Right  Hand  Fork  of  Lens  Creek  and  West  boundary 
of  the  property,  thence  up  said  Right  Hand  Fork  with 
the  middle  of  the  creek  S 25%°  W.  100  ft.  to  a stake  S 
76°  15'  W.  220  ft. ; S 35°  45'  W.^463  ft. ; S 61i/2°  W.  278  ft. 
S 72°  15'  W.  520  ft.;  S 54°  W.  423  ft.;  S 61°  W.  480  ft.; 
S 11°  15'  W.  195  ft.  S 501,4°  W.  220  ft.;  S 23°  W.  270  ft.; 


16 


S 5°  E.  100  ft. ; S 43°  W.  130  ft. ; S 29°  E.  390  ft. ; S.  25° 
W.  340  ft.;  S 29i/2°  E.  243  ft. ; S 35°  45'  W.  186  ft.;  S 8° 
W.  280  ft. ; S 69°  E.  175  ft. ; S 8°  15'  W.  190  ft. ; S 88°  W. 
167  ft. ; S 221/2°  W.  288  ft. ; S 1°  W.  105  ft. ; S 43°  W.  270 
ft. ; S 23°  W.  180  ft. ; S 8°  45'  W.  390  ft. ; S 51°  W.  170 
ft. ; S 52i/2°  W.  260  ft. ; S 54°  W.  230  ft. ; S 67°  W.  365 
ft. ; S 42°  45'  W.  230  ft. ; S 18i/2°  E.  59  ft. ; to  a Red  Oak 
opposite  mouth  of  a branch.  Thence  up  the  hill  S 24°  E. 
1930  ft.  to  a stake  on  top  of  Ridge  S 24%°  E.  34  ft.  to  a 
stake  on  Ridge,  thence  along  the  ridge  with  its  meanders 
N.  501/2°  E.  95  ft. ; S.  86%°  E.  206  ft. ; S.  71°  E.  136  ft. ; S 
741/2°  E.  145  ft. ; S 68°  E.  188  ft. ; S 58°  30'  E.  163  ft. ; S 60° 
E.  226  ft. ; S 59°  E.  290  ft. ; N.  78°  E.  126  ft. ; N 64  E.  242 
ft.;  N 47yo°  E.  285  ft.;  N 78°  E.  299  ft.;  S 85i/2°  E.  177 
ft. ; S 13340  E.  261  ft. ; S 18%°  E.  160  ft. ; S 1834°  E.  203 
ft. ; S 78°  E.  258  ft. ; S 79i/2°  E.  344  ft. ; S 87°  E.  crossing 
county  road  head  of  Toney’s  Branch  268  ft.;  N.  88i/2°  E. 
653  ft. ; S 21/2°  E.  359  ft. ; S 34°  E.  124  ft.  to  a stake  and 
stone  pile  corner  to  Leases  4 and  6,  thence  N 80%°  E. 
254  ft. ; S 85°  45'  E.  124  ft. ; S 53°  E.  208  ft. ; S 43°  25'  E. 
297  ft.;  S 66%°  E.  328  ft.;  S 84°  E.  150  ft.;  S 79i/2°  E. 
212  ft. ; N 81°  E.  334  ft. ; N.  67%°  E.  246  ft. ; N.  19i/2°  E. 
237  ft. ; N 46°  50'  E.  239  ft. ; N 54°  45'  E.  227  ft. ; S 72i/2°  E. 
102  ft. ; S 2°  E.  342  ft. ; S.  19°  W.  237  ft. ; S 24°  W.  275  ft. ; 
S 59i/20  W.  366  ft. ; S 33i/2°  W.  193  ft. ; S 52%°  W.  210  ft. ; 
S 72°  35'  W.  201  ft.;  S 62i/2°  W.  222  ft.;  S.  28i/2°  W.  159 
ft. ; S 51°  45'  W.  290  ft. ; S 7°  E.  190  ft. ; S 7°  45'  E.  200  ft. ; 
S 80°  E.  329  ft. ; S 84°  E.  403  ft. ; S 55°  E.  342  ft. ; S 8°  E. 
164  ft. ; S 25°  43'  E.  150  ft. ; S 74i/2°  E.  228  ft. ; S 49i/2°  E. 
299  ft. ; N 87°  45'  E.  289  ft. ; N 65°  E.  99  ft.  N 63°  E.  268  ft. 
to  a stake  and  stone  pile  corner  to  Lease  Nos.  3 and  4, 
thence  along  ridge  S 84°  E.  299  ft. ; S 74°  E.  283  ft. ; S 
75%°  E.  136  ft. ; S 69i/2°  E.  168  ft. ; S.  71°  E.  240  ft. ; S 17° 
W.  298  ft.  S 65°  W.  298  ft. ; S 58°  W.  90  ft. ; S 27°  W.  290 
ft. ; S 58°  W.  297'  S 613/4°  W.  248  ft. ; S 43%°  W.  326  ft  ; 
S 63/4°  E.  433  ft.;  S U%°  E.  396  ft.;  S 17°  E.  108  ft.;  S 
58%°  E.  249  ft. ; N 69i/2°  E.  188'  S 81°  E.  149  ft. ; S 35%° 
E.  292  ft. ; S 42°  20'  E.  300  ft. ; S 62%°  E.  240  ft. ; N 57°  E. 


17 


229  ft. ; N 22%°  E.  185  ft. ; N 30i/2°  E.  168  ft. ; N 65°  E.  63 
ft.;  S 74°  20'  E.  100  ft.;  head  of  Joe’s  Branch,  thence  S 
69%°  E.  176  ft.;  S 44°  40'  E.  300  ft.  to  a stone  marked 
“W”  head  of  Mill  Branch;  S 67%°  E.  221  ft.;  thence 
down  Mill  Branch  S 57y2°  E.  221  ft.;  S 63%°  E.  235  ft.; 
S 74y2°  E.  182  ft. ; S 88°  E.  234  ft. ; S 80°  E.  130  ft. ; to  an 
Apple  tree,  thence  S 78%°  E.  188  ft. ; N.  88°  E.  125  ft. ; S 
82°  E.  279  ft. ; S 64°  E.  130  ft. ; S 76°  10'  E.  170  ft. ; N 52° 
E.  140  ft. ; N 64°  05'  E.  120  ft. ; N 52°  E.  98  ft. ; N 59y2°  E. 
245  ft. ; N 83°  45'  E.  125  ft. ; N 47°  20'  E.  100  ft. ; N 87%° 
E.  210  ft. ; S 85°  10'  E.  170  ft. ; N 723,4°  E.  120  ft.  Thence 
continuing  down  Mill  Branch  S 75%°  E.  330  ft. ; N 89°  E. 
150  ft. ; S 72i/2°  E.  140  ft. ; N 86i/2°  E.  140  ft. ; S 86%°  E. 
250  ft.;  S 63%°  E.  220  ft.;  S 53%°  E.  200  ft.;  S 25°  E. 
160  ft. ; S.  471/4°  E.  120  ft. ; S 57°  50'  E.  185  ft. ; S 133,4°  E. 
210  ft. ; S 42 1/2°  E.  210  ft. ; S 553,4°  E.  180  ft. ; to  mouth  of 
Left  Fork  of  Mill  Branch,  thence  continuing  down  Mill 
Branch  N.  763,4°  E.  142  ft. ; S 87°  E.  240  ft. ; N 86°  35'  E. 
460  ft.;  N 73°  E.  160  ft,  thence  passing  Winifrede  West 
mine  tipple  N 88%°  E.  160  ft.;  S 893,4°  E.  170  ft.;  S 68° 
E.  172  ft.;  S 74°  E.  260  ft.;  N 861/4°  E.  300  ft.;  N 79°  E. 
250  ft. ; N 613,4°  E.  226  ft. ; N.  22i/2°  E.  112  ft. ; N 0°  45'  E. 
180  ft. ; N 49°  E.  243  ft. ; N 14°  40'  E.  197  ft. ; N 293,4°  E. 
160  ft.  to  Fields  Creek,  thence  down  Fields  Creek  N 201/4° 
E.  140  ft. ; N 17°  10'  E.  237  ft. ; N |4%°  W.  300  ft. ; N 213,4° 
E.  540  ft. ; N 35%°  E.  350  ft. ; N 13°  E.  700  ft. ; N 2 1/4°  W. 
300  ft. ; N.  11.1/4°  W.  300  ft. ; N 5%°  E.  180  ft. ; N 41%°  W. 
200  ft. ; N.  171/2°  W.  500  ft. ; N 7%°  E.  1280  ft. ; N.  5°  20'  W 
200  ft. ; N.  30%°  W.  180  ft. ; thence  passing  back  of  Wini- 
frede Store  N 17%°  E.  400  ft. ; N 43°  E.  240  ft. ; N.  58°  E. 
145  ft. ; N 43°  E.  190  ft. ; N.  39°  40'  W.  535  ft. ; N 15°  45' 
E.  140  ft. ; N.  30°  W.  125  ft. ; N 74%°  W.  385  ft. ; N 19%° 
W.  370  ft. ; N 28%°  W.  340  ft. ; N 11%°  W.  415  ft. ; N 30° 
W.  380  ft. ; N 50°  30'  E.  1150  ft. ; N 27%°  W.  720  ft. ; N 
43%°  E.  250  ft. ; N.  13°  W.  217  ft. ; N.  46%°  E.  600  ft. ; N. 
51°  E.  77 ; thence  leaving  Fields  Creek  and  up  School 
House  Branch  N 8%°  W.  251  ft. ; N 6°  24'  W.  675  ft. ; 
thence  crossing  School  House  Branch  N 89°  36'  E.  3028 


18 


ft.  to  a Hickory  N 55°  06'  E.  874  ft.  to  a beech;  thence  N 
36%°  W.  4590  ft.  to  a Locust  & Hickory,  thence  along  the 
ridge  N 74°  E.  193  ft. ; N.  50°  E.  293  ft. ; N.  593,4°  E.  130 
ft. ; N.  5914°  E.  230  ft. ; N 61°  E.  117'  N 41°  E.  225  ft. ; N 
434°  W.  296  ft.  ;N1°W.  190  ft. ; N 4°  W.  270  ft. ; N.  28y2° 
W.  137  ft. ; N 12%°  E.  297  ft. ; N 21°  W.  298  ft. ; N.  20y2° 
W.  172  ft. ; N.  8%°  E.  298  ft. ; N 16*4°  E.  218  ft. ; N 8°  E. 
242  ft. ; N.  35°  W.  255  ft. ; N.  5 y2°  E.  127  ft. ; Thence  down 
the  point  Ridge  N 73^°  W.  403  ft.;  N 69°  W.  207  ft.; 
N.  76°  W.  296  ft. ; N.  89°  W.  591  ft. ; N 88i/2°  W.  158  ft. ; 
thence  N 80°  20'  W.  3436  ft.  crossing  Lens  Creek  to  a 
Sycamore  on  the  West  bank,  corner  to  Marmet.  Thence 
up  the  creek  with  the  line  of  the  Marmet  Company  S 
2614°  E.  360  ft.;  S 6°  E.  460  ft.;  S 3114°  E.  405  ft.  to  an 
Elm  at  mouth  of  Nuby  Branch  corner  to  Greer  Reserva- 
tion of  155  acles,  thence  up  the  creek  S 26°  W.  280  ft.; 

S 54°  W.  212  ft. ; S 64%°  W.  560  ft. ; S 26y2°  W.  116  ft. ; 
S lOyy  W.  355  ft.;  to  stone  corner  to  Marmet  Co., 
Thence  up  Left  Fork  of  Lens  Creek  S 12°  15'  W.  230  ft. ; 
S.  1 0 E.  419  ft. ; S 34°  W.  120  ft. ; S 12°  W.  210  ft. ; N. 
89  30'  W.  50  ft.;  S 5°  30'  W.  250  ft.;  S 47°  40'  W.  450 
ft. ; S 39°  W.  480  ft. ; S 33°  E.  425  ft. ; S 56°  W.  150  ft. 
S 7°  45'  W.  580  ft.;  S'  4 E.  1600  ft.  to  the  right  fork  of 
left  Fork  of  Lens  Creek,  thence  up  right  fork  of  left 
fork  S 56  W.  800  ft.;  S.  59°  40'  W.  1240  ft.  S 67°  10'  W. 
720  ft. ; S 35°  W.  628  ft. ; S 47°  5'  W.  657  ft.  thence  S 81° 
15'  W.  1070  ft. ; S 75°  45'  W.  1446  ft. ; S 72°  30'  W.  510  ft. 
to  place  of  beginning  containing  4731  acres  more  or  less, 
excluding  Greer  Reservation  and  the  Opera  House  Reser- 
vation and  any  school  house  reservation  that  may  be 
within  these  bounds. 

Excepting  therefrom,  however,  the  following:  the 
right  granted  to  the  Virginian  Power  Company,  by 
agreement  dated  the  31st  day  of  November,  1914,  and 
recorded  in  the  office  of  the  Clerk  of  the  County  Court 
of  Kanawha  County,  West  Virginia,  in  Deed  Book  149, 
at  page  285;  the  timber  upon  said  tract  of  land  twelve 
(12)  inches  and  over  measured  two  (2)  feet  from  the 


19 


ground  inside  the  bark,  sold  by  Benjamin  F.  Butler,  as 
Trustee,  to  Joseph  Wehrle  by  deed  of  sale  dated  the 
27th  day  of  March,  1916,  and  recorded  in  said  Clerk’s 
office  in  Deed  Book  159,  page  85 ; the  oil  and  gas  underly- 
ing said  tract  of  land  conveyed  by  said  Benjamin  F.  But- 
ler, as  Trustee,  to  Ira  G.  Sayre  by  deed  dated  the  13th 
day  of  May,  1916,  and  recorded  in  said  Clerk’s  office  in 
Deed  Book  159  at  page  395;  and  also  all  the  incidental 
rights  appertaining  to  the  foregoing  reservations. 

Together  with  all  and  singular  the  buildings,  im- 
provements, roads,  railroads,  streets,  ways,  alleys,  pas- 
sages, waters,  water  courses,  easements,  rights,  liberties, 
privileges,  hereditaments  and  appurtenances  whatsoever 
unto  any  of  the  hereby  granted  and  conveyed  premises 
belonging  and  appertaining,  and  the  reversions  and  re- 
mainders thereof,  and  all  the  estate,  right,  title,  interest, 
possession,  claim  and  demand  of  every  nature  and  kind 
whatsoever  of  the  company,  as  well  at  law  as  in  equity, 
of,  in  and  to  the  same  and  every  part  and  parcel  thereof. 

B.  Also  all  other  real  estate  now  owned  or  hereafter 
acquired  by  the  Company,  and  all  plants,  blast  furnaces, 
coke  ovens,  plate  and  sheet  mills,  open-hearth  steel  fur- 
naces, blooming  mills,  foundries,  rolls,  shears,  heating 
furnaces,  boilers,  engines,  buildings,  structures,  ore  docks, 
machinery,  appliances,  fixtures,  dies,  patterns,  tools, 
cranes,  crushers,  elevators,  motors,  locomotives  and  rail- 
road equipment,  pumps,  tanks  and  equipment  of  every 
kind  which  now  are  located  on  or  appurtenant  to  or  used 
in  connection  with  the  real  estate  and  plants  above  de- 
scribed or  which  hereafter  may  be  acquired  by  the  Com- 
pany; provided,  however,  that  the  grant  of  this  clause  B 
shall  not  be  deemed  to  apply  to  raw  materials,  supplies, 
store-room  contents,  work  in  progress  and  manufactured 
products,  until  the  Trustee  or  a receiver  appointed  here- 


20 


under  shall  enter  upon  and  take  possession  of  the  mort- 
gaged real  estate  and  plants ; but  if  upon  the  happening 
of  an  event  of  default  as  hereinafter  in  this  indenture 
defined  the  Trustee  or  any  receiver  appointed  hereunder 
shall  enter  upon  and  take  possession  of  the  mortgaged 
real  estate  and  plants,  the  Trustee  or  such  receiver  may 
at  the  same  time  likewise  take  possession  of  any  and  all 
such  property  then  on  hand,  which  thereupon  shall  he 
and  become  subject  to  the  lien  of  this  indenture,  and 
shall  so  continue  unless  and  until  such  event  of  default 
shall  be  remedied  and  possession  of  the  mortgaged  real 
estate,  plants  and  other  property  shall  be  restored  to  the 
company,  its  sucessors  or  assigns. 

C.  The  following  fully-paid  and  non-assessable  shares 
of  stock,  to-wit : 

850  shares  of  the  par  value  of  $100  each  of  the 
capital  stock  of  The  Stark  Mortgage  Company,  a 
corporation  of  Ohio,  being  all  of  the  capital  stock 
of  said  Company  issued  and  outstanding  except  150 
shares  thereof. 

D.  Also  any  and  all  property  of  every  name  and  na- 
ture, including  shares  of  capital  stock  and  corporate 
bonds  or  other  obligations  which  from  time  to  time  after 
the  execution  of  this  indenture,  by  delivery  or  by  writing 
of  any  kind  for  the  purposes  hereof,  shall  have  been  con- 
veyed, mortgaged,  pledged,  assigned  or  transferred  by, 
or  by  any  one  on  behalf  of,  the  Company  to  the  Trustee, 
which  is  hereby  authorized  to  receive  any  property  at 
any  and  all  times,  as  and  for  additional  security,  and  also 
when  and  as  hereinafter  provided  as  and  for  substituted 


21 


security,  for  the  payment  of  the  bonds,  and  to  hold  and 
apply  any  and  all  such  property  subject  to  the  terms 
hereof. 

To  have  and  to  hold  the  lands  and  interests  in  lands, 
estates,  plants,  equipment,  property  and  appurtenances, 
obligations  and  stocks  hereby  conveyed  and  assigned,  or 
intended  to  be  conveyed  or  assigned,  unto  the  Trustee,  its 
successors  in  the  trusts  and  its  and  their  assigns,  forever. 

In  trust,  nevertheless,  upon  and  subject  to  the  con- 
ditions hereinafter  set  forth,  for  the  common  and  equal 
use,  benefit  and  security  of  all  holders  of  the  bonds 
or  coupons  appertaining  thereto,  and  without  pref- 
erence of  any  of  the  bonds  over  any  of  the  others  by 
reason  of  priority  in  the  time  of  issue,  sale  or  negotia- 
tion thereof  or  otherwise  howsoever ; subject  to  the  terms, 
provisions  and  stipulations  in  the  bonds  contained,  and 
for  the  uses  and  purposes  and  upon  and  subject  to  the 
terms,  conditions,  provisions  and  agreements  hereinafter 
expressed  and  declared. 


ARTICLE  ONE. 

Form,  Making,  Delivery,  Registration  and  Exchange 
of  Bonds. 

Section  1.  The  amount  of  the  bonds  which  may  be  au- 
thenticated by  the  Trustee  is  limited  so  that  never  at 
any  time  shall  there  be  outstanding  under  this  indenture 
bonds  for  an  aggregate  principal  amount  exceeding  the 
sum  of  five  million  dollars  ($5,000,000),  except  as  per- 


22 


mitted  by  Section  7 of  this  Article  in  the  case  of  lost 
or  destroyed  bonds.  The  text  of  the  bonds  and  of  the 
coupons  appertaining  thereto  and  of  the  certificate  of  the 
Trustee  shall  be  substantially  of  the  tenor  and  purport 
above  recited,  with  appropriate  insertions,  omissions  and 
variations  in  the  case  of  bonds  of  different  denominations. 
The  bonds  shall  be  dated  November  1,  1921  and  shall  be 
payable  November  1,  1941. 

Section  2.  The  bonds  shall  be  of  the  denominations 
of  $1,000,  $500  and  $100,  as  may  be  specified  in  the  writ- 
ten order  of  the  President  or  of  a Vice-President  of  the 
Company  for  the  authentication  and  delivery  thereof  by 
the  Trustee  as  provided  in  Article  Two  hereof.  The 
bonds  for  $1,000  shall  be  numbered  consecutively  from 
M-l  upwards,  the  bonds  for  $500  from  D-l  upwards  and 
the  bonds  for  $100  from  C-l  upwards.  Every  bond  for 
$1,000  shall  have  endorsed  thereon  a legend  reciting  that 
the  holder  thereof  may  at  his  option  on  surrender  thereof 
in  bearer  form,  with  all  unmatured  coupons  thereunto 
appertaining,  and  on  payment  of  charges  as  provided  in 
this  indenture,  receive  in  exchange  therefor  bonds  for  an 
aggregate  principal  amount  of  $1,000  in  denominations 
of  $100  and/or  $500,  bearing  all  unmatured  coupons,  of 
numbers  not  contemporaneously  outstanding;  and  said 
legend  may  contain  such  other  specifications  as  may  be 
required  to  comply  with  the  rules  of  the  New  York  Stock 
Exchange  or  to  conform  to  usage  with  respect  thereto. 
Whenever  bonds  of  the  denomination  of  $1,000  together 
with  all  unmatured  coupons  thereunto  appertaining  shall 
be  surrendered  in  bearer  form,  the  Company,  upon  pay- 
ment of  such  charges,  will  issue,  and  the  Trustee  shall 
authenticate  and  in  exchange  therefor  shall  deliver,  a 
like  principal  amount  of  bonds  in  denominations  of 


23 


$100  and/or  $500,  as  the  holder  may  request,  bearing  all 
unmatured  coupons,  of  numbers  not  contemporaneously 
outstanding.  Every  bond  for  $100  or  for  $500  shall  have 
endorsed  thereon  a legend  reciting  that  the  holder  there- 
of may  at  his  option  on  surrender  thereof  with  other 
bonds,  aggregating  $1,000  in  principal  amount,  in  bearer 
form,  together  with  all  unmatured  coupons  thereunto 
appertaining,  and  on  payment  of  charges  as  provided  in 
this  indenture,  receive  in  exchange  therefor  a bond  for 
$1,000,  bearing  all  unmatured  coupons,  of  a number  not 
contemporaneously  outstanding;  and  said  legend  may 
contain  such  other  specifications  as  may  be  required  to 
comply  with  the  rules  of  the  New  York  Stock  Exchange 
or  to  conform  to  usage  with  respect  thereto.  Whenever 
bonds  of  the  denominations  of  $100  and/or  $500,  aggre- 
gating $1000  in  principal  amount,  together  with  all  un- 
matured coupons  thereunto  appertaining,  shall  be  sur- 
rendered to  the  Trustee  in  bearer  form,  the  Company, 
upon  the  payment  of  such  charges,  will  issue,  and  the 
Trustee  shall  authenticate  and  in  exchange  therefor  shall 
deliver  a bond  of  the  denomination  of  $1,000,  bearing  all 
unmatured  coupons,  of  a number  not  contemporaneously 
outstanding. 

Upon  every  exchange  of  bonds  of  one  denomination 
for  bonds  of  a different  denomination  as  provided  in  this 
Section,  the  Company  may  require  the  payment  of  a 
sum  sufficient  to  reimburse  it  for  any  stamp  tax  or  other 
governmental  charge  connected  therewith,  and  also  a 
further  sum  not  exceeding  one  dollar  ($1)  for  each  new 
bond  issued  upon  such  exchange.  In  every  case  of  such 
exchange  the  Trustee  shall  forthwith  cancel  any  surren- 
dered bonds  and  coupons  and  shall,  upon  its  written  re- 
quest, deliver  the  same  to  the  Company. 


24 


Section  3.  The  bonds  shall  be  signed  by  the  Presi- 
dent or  one  of  the  Vice-Presidents  of  the  Company,  and 
its  corporate  seal  shall  be  thereunto  impressed  and  at- 
tested by  its  Secretary  or  one  of  its  Assistant  Secre- 
taries. In  case  any  officer  who  shall  have  signed 
or  sealed  any  of  the  bonds  shall  cease  to  be  such  officer 
of  the  Company  before  the  bonds  so  signed  or  sealed 
shall  have  been  actually  authenticated  and  delivered  by 
the  Trustee,  such  bonds  may  nevertheless  be  adopted 
and  used  by  the  Company  and  upon  the  written  request  of 
the  Company  be  issued,  authenticated  and  delivered  sub- 
ject to  the  provisions  hereof,  as  though  the  person  who 
signed  or  sealed  such  bonds  had  not  ceased  to  be  such 
officer  of  the  Company ; and  also  any  of  the  bonds  may  be 
signed  and  sealed  in  behalf  of  the  Company  by  such 
persons  as  at  the  actual  date  of  the  execution  of  such 
bonds  shall  be  the  proper  officers  of  the  Company,  al- 
though at  the  date  of  such  bonds  any  such  person  shall 
not  have  been  an  officer  of  the  Company.  The  coupons  to 
be  attached  to  the  bonds  shall  be  authenticated  by  the 
facsimile  signature  of  the  present  Treasurer  or  of  any 
future  Treasurer,  of  the  Company,  and  the  Company 
may  adopt  and  use  for  that  purpose  the  facsimile  signa- 
ture of  any  person  who  shall  have  been  such  Treasurer, 
notwithstanding  the  fact  that  such  person  shall  have 
ceased  to  be  such  Treasurer  at  the  time  when  such  bonds 
shall  be  actually  authenticated  and  delivered. 

Only  such  bonds  and  the  coupons  appertaining  to 
such  bonds  as  shall  bear  thereon  endorsed  a certificate, 
substantially  in  the  form  hereinbefore  recited,  executed 
by  the  Trustee,  shall  be  secured  by  this  indenture  or  en- 
titled to  any  lien,  right  or  benefit  hereunder;  and  such 
certificate  of  the  Trustee  upon  any  bond  shall  be  conclu- 


25 


sive  evidence  and  the  only  evidence  that  the  bond  so  au- 
thenticated has  been  duly  issued  hereunder  and  that  the 
holder  or  registered  owner  thereof  is  entitled  to  the  bene- 
fit of  the  trusts  hereby  created. 

Before  any  bond  shall  be  authenticated  and  de- 
livered all  coupons  thereon  then  matured  shall  be  cut 
off,  cancelled  and  delivered  to  the  Company.  The  bonds 
to  be  issued  hereunder  shall  from  time  to  time  be  exe- 
cuted and  delivered  by  the  Company  to  the  Trustee  for 
authentication,  and  thereupon  the  Trustee  shall  authenti- 
cate and  deliver  the  same  as  provided  in  Article  Two 
hereof  and  not  otherwise. 

Section  4.  The  Company  will  keep,  at  an  office  or 
agency  to  be  maintained  by  it  in  the  Borough  of  Manhat- 
tan, in  the  City  of  New  York,  and  at  the  office  of  the 
Trustee  in  the  City  of  Cleveland,  in  the  State  of  Ohio, 
a sufficient  register  or  registers  for  the  registration  and 
transfer  of  the  bonds,  and  at  each  of  said  offices  or 
agencies  the  Company  will,  subject  to  such  reasonable 
regulations  as  it  may  prescribe,  register  as  to  principal 
any  of  the  bonds,  such  registration  being  noted  on  the 
bond  by  the  registrar.  After  such  registration  no  trans- 
fer shall  be  valid,  unless  made  at  one  of  said  offices  by 
the  registered  owner  in  person  or  by  his  duly  authorized 
attorney  and  similarly  noted  on  the  bond. 

Any  bond  registered  as  to  principal  may  be  trans- 
ferred at  either  of  said  offices  by  the  registered  owner 
in  person  or  by  attorney  and  such  transfer  shall  be 
noted  by  the  registrar  upon  the  bond.  The  registered 
owner  of  any  bond  shall  also  have  the  right  to  cause  the 
same  to  be  registered  as  payable  to  bearer,  in  which  case 


26 


transferability  by  delivery  shall  be  restored,  and  there 
after  the  principal  of  such  bond  when  due  shall  be  pay- 
able to  the  person  presenting  the  bond;  but  any  such 
bond  registered  as  payable  to  bearer  may  be  registered 
again  in  the  name  of  the  holder  with  the  same 
effect  as  a first  registration  thereof.  Successive  regis- 
trations and  transfers  as  aforesaid  may  be  made  from 
time  to  time  as  desired;  and  each  registration  of  a 
bond  shall  be  noted  by  the  bond  registrar  on  the 
bond.  Registration  of  any  bond,  however,  shall 
not  affect  the  transferability  by  delivery  merely  of  any 
coupon  thereto  appertaining,  and  payment  to  the  bearer 
of  any  such  coupon  shall  discharge  the  Company  in  re- 
spect of  the  interest  therein  mentioned,  whether  or  not 
the  bond  shall  have  been  registered  as  to  principal.  For 
any  such  transfer  or  registration  of  a bond  the  Company 
may  require  the  payment  of  a sum  sufficient  to  reimburse 
it  for  any  stamp  tax  or  other  governmental  charge  that 
may  be  imposed  thereon. 

The  Trustee  is  hereby  appointed  registrar  in  the  City 
of  Cleveland,  Ohio,  for  the  purpose  of  registering  as  to 
principal  and  thereafter  transferring  any  of  the  bonds  as 
herein  provided.  The  Company  will  from  time  to  time, 
by  written  notice  to  the  Trustee  and  to  Blair  & Co.,  desig- 
nate the  registrar  appointed  by  it  in  the  Borough  of 
Manhattan,  City  of  New  York,  for  such  purpose. 

Section  5.  The  Company  and  the  Trustee  may  con- 
sider and  treat  the  person,  in  whose  name  any  bond 
issued  hereunder  shall  be  registered  as  to  principal,  as 
the  owner  thereof  for  all  purposes,  except  that  interest 
thereon  shall  be  payable  only  to  the  bearers  of  the  cou- 


27 


pons  appertaining  thereto,  and  neither  the  Company  nor 
the  Trustee  shall  be  affected  by  any  notice  to  the  con- 
trary. The  Company  and  the  Trustee  may  consider  and 
treat  the  bearer  of  any  bond,  which  shall  not  at  the  time 
be  registered  as  to  principal,  and  the  bearer  of  any  cou- 
pon for  interest  on  any  bond,  whether  or  not  such  bond 
shall  be  so  registered  and  whether  or  not  such  bond  or 
coupon  be  overdue,  as  the  absolute  owner  of  such  bond 
or  coupon  for  all  purposes  whatsoever,  and  neither  the 
Company  nor  the  Trustee  shall  be  affected  by  any  no- 
tice to  the  contrary. 

Section  G.  Until  the  definitive  bonds  shall  be  en- 
graved, the  Company  may  sign  and  seal  and,  upon  the  re- 
quest of  the  Company,  the  Trustee  shall  authenticate  and 
deliver,  in  lieu  of  such  definitive  bonds  and  subject  to  the 
same  provisions,  limitations  and  conditions  as  such 
definitive  bonds,  temporary  bonds  of  any  denomination, 
substantially  of  the  tenor  hereinbefore  recited,  with  or 
without  coupons,  and  with  appropriate  omissions,  inser- 
tions and  variations,  as  may  be  required,  including,  if  de- 
sired, provisions  for  the  exchange  of  temporary  bonds 
of  one  denomination  for  temporary  bonds  of  other  de- 
nominations of  like  aggregate  principal  amount.  Upon 
the  surrender  of  such  temporary  bonds,  accompanied  by 
all  unmatured  coupons,  if  any,  for  exchange,  the  Com 
pany,  at  its  own  expense,  shall  prepare  and  sign  and  seal 
and,  upon  cancellation  of  such  surrendered  bonds,  the 
Trustee  shall  authenticate  and,  in  exchange  therefor, 
shall  deliver,  definitive  bonds,  bearing  all  unmatured  cou- 
pons, for  the  same  aggregate  principal  amount  as  the 
temporary  bonds  surrendered  and  otherwise  in  accord- 


28 


ance  with  said  temporary  bonds.  Until  so  exchanged, 
the  temporary  bonds  shall  in  all  respects  be  entitled  to 
the  same  lien  and  security  of  this  indenture  as  definitive 
bonds  authenticated  and  delivered  hereunder;  and  inter- 
est, when  and  as  payable,  shall  be  paid  upon  surrender 
of  the  coupons,  if  any,  therefor,  and  on  presentation  of 
such  temporary  bonds,  if  without  coupons,  for  notation 
of  such  payment  thereon. 

Section  7.  In  case  any  bond,  with  the  coupons  there- 
to appertaining,  shall  become  mutilated  or  destroyed  or 
lost  (including  stolen),  the  Company,  in  its  discretion, 
may  sign  and  seal,  and  thereupon  the  Trustee  may  au- 
thenticate and  deliver,  a new  bond  of  like  tenor,  bearing 
the  same  number,  in  exchange  and  substitution  for  and 
upon  cancellation  of  the  mutilated  bond  and  its  coupons, 
or  in  lieu  of  and  substitution  for,  the  bond  and  its  cou- 
pons so  destroyed  or  lost.  The  applicant  for  such  sub- 
stituted bond  shall  furnish  to  the  Company  and  the 
Trustee  evidence  of  the  destruction  or  loss  of  such 
bond  and  its  coupons  so  destroyed  or  lost,  which  evidence 
shall  be  satisfactory  to  the  Company  and  the  Trustee, 
respectively,  in  their  discretion ; and  said  applicant  shall 
also  furnish  indemnity  satisfactory  to  the  Company  and 
the  Trustee,  in  their  discretion,  and  shall  comply  with 
such  other  reasonable  regulations,  and  shall  pay  such 
reasonable  charges,  as  the  Company  or  the  Trustee  may 
prescribe.  The  Trustee  shall  incur  no  liability  for  any- 
thing done  under  this  Section. 


29 


ARTICLE  TWO. 

Authentication  and  Issue  of  Bonds. 

The  Trustee,  forthwith  upon  the  execution  and  deliv- 
ery hereof  and  the  recording  of  this  indenture  in  Stark 
County,  Ohio,  and  the  execution  and  delivery  to  it  by  the 
Company  of  the  bonds,  as  hereinbefore  provided,  and 
without  any  further  action  on  the  part  of  the  Company, 
shall  authenticate  the  bonds  and  deliver  them  to  or  upon 
the  written  order  of  the  President  or  of  a Vice-President 
of  the  Company. 


ARTICLE  THREE. 

Supplemental  Indentubes. 

Section  1.  The  Company,  when  authorized  by  reso- 
lution of  its  board  of  directors,  and  the  Trustee,  from  time 
to  time  and  at  any  time,  subject  to  the  restrictions  in  this 
indenture  contained,  may  and,  when  so  required  by  this 
indenture,  shall  enter  into  one  or  more  indentures  supple- 
mental hereto  and  which  thereafter  shall  form  a part 
hereof,  for  any  one  or  more  of  the  following  purposes : 

( a ) To  convey  to  the  Trustee  and  expressly  to 
subject  to  the  lien  of  this  indenture,  with  the  same 
force  and  effect  as  though  included  in  the  granting 
clauses  hereof,  real  estate  and  plants  and  prop- 
erties acquired  by  the  Company  by  purchase,  mer- 
ger, consolidation  or  otherwise;  the  Trustee  to  be 
fully  protected  in  accepting  and  entering  into  any 
supplemental  indenture  pursuant  to  this  clause  as 
aforesaid  in  reliance  upon  a certificate  signed  by 
the  President  or  a Vice-President  and  by  the 
Comptroller  or  other  chief  accounting  officer  of  the 


30 


Company,  stating  such  facts  as  may  be  pertinent 
to  the  right  of  the  Trustee  to  accept  and  enter  into 
such  indenture; 

(&)  To  add  to  the  covenants  and  agreements 
of  the  Company  for  the  protection  of  the  bond- 
holders and  of  the  trust  estate; 

(c)  To  evidence  the  succession  of  another  cor- 
poration to  the  Company,  or  successive  succes- 
sions, and  the  assumption  by  a successor  corpora- 
tion of  any  of  the  covenants  and  obligations  of  the 
Company  in  the  bonds  and  in  this  indenture  or 
any  supplemental  indenture  contained ; 

( d ) To  make  such  other  provisions  in  regard  to 
matters  or  questions  arising  under  this  indenture 
as  the  board  of  directors  of  the  Company  may  deem 
necessary  or  desirable  and  not  inconsistent  with 
this  indenture  and  which  shall  not  impair  or  en- 
danger the  security  of  the  same. 

The  Trustee  is  authorized  to  join  with  the  Company 
in  the  execution  of  any  such  supplemental  indenture,  to 
make  the  further  agreements  and  stipulations  which 
may  be  therein  contained,  and  to  accept  the  conveyance, 
transfer  and  assignment  of  such  property  thereunder. 

Section  2.  For  the  purposes  of  this  indenture  any 
such  supplemental  indenture  shall  be  construed  in  con- 
nection with  and  as  part  of  this  indenture  and  the  cove- 
nants thereof  shall  be  deemed,  as  to  the  subject  matter 
of  such  covenants,  covenants  of  this  indenture. 

Section  3.  The  Company  covenants  that,  with  all 
convenient  speed  after  the  execution  thereof,  it  will,  in- 
sofar as  may  be  allowed  by  law,  cause  to  be  made,  in 
each  place  and  office  in  which  this  indenture  is  recorded, 
record  as  a mortgage  of  real  estate  and/or  of  personal 


31 


property  of  each  supplemental  indenture  executed  for 
any  of  the  purposes  specified  in  clauses  (a)  or  ( b ) of 
Section  1 of  this  Article.  An  executed  counterpart  of 
each  of  such  supplemental  indentures  shall  be  deposited 
with  the  Trustee. 


ARTICLE  FOUR. 

Sinking  Fund. 

Section  1.  As  a sinking  fund  for  the  purchase  and 
retirement  of  the  bonds,  the  Company  will,  so  long  as 
any  of  the  bonds  remain  outstanding,  pay  to  the  Trustee 
on  July  1,  1923,  and  semi-annually  thereafter  on  January 
1 and  July  1 in  every  year,  until  and  including  July  1, 
1931,  an  amount  in  cash  sufficient  to  purchase  One  hun- 
dred twenty-five  thousand  dollars  ($125,000)  principal 
amount  of  the  bonds  at  One  hundred  seven  and  one-half 
per  cent.  ( 107)4%)  °f  the  principal  amount  thereof  and 
accrued  interest  and  on  January  1,  1932,  and  semi- 
annually thereafter  on  January  1 and  July  1 in  every 
year  until  and  including  July  1,  1941,  an  amount  in  cash 
sufficient  to  purchase,  at  said  price,  One-twentieth  (1/20) 
in  principal  amount  of  the  bonds  remaining  outstanding 
on  October  1,  1931.  The  Company  may,  in  payment,  in 
whole  or  in  part,  of  any  sinking  fund  instalment,  deliver 
to  the  Trustee  bonds  with  all  unmatured  coupons  annexed 
in  lieu  of  an  amount  of  cash  sufficient  to  purchase,  at  the 
price  aforesaid,  the  bonds  so  delivered. 

Section  2.  The  part  of  every  sinking  fund  instal- 
ment paid  in  cash  shall  be  applied  by  the  Trustee  from 
time  to  time,  as  soon  as  practicable  after  receipt  thereof, 


32 


to  the  purchase  of  bonds  at  the  best  prices  obtainable, 
not  exceeding  One  hundred  seven  and  one-half  per  cent. 
(107 Y2%)  of  the  principal  amount  thereof,  together  with 
accrued  interest.  Purchases  of  bonds  as  aforesaid  may 
be  made  by  the  Trustee  at  private  sale,  without  notice, 
provided  bonds  shall  be  offered  to  it  or  shall  be  pur- 
chasable in  the  market  at  a price  or  prices  in  its  judg- 
ment fair  and  reasonable,  not  exceeding  said  price.  The 
Trustee  may  also  in  any  usual  manner,  to  be  determined 
by  it  in  its  discretion,  invite  by  advertisement,  at  the  cost 
and  expense  of  the  Company,  tenders  of  bonds  for  sale 
to  said  sinking  fund. 

If,  within  ninety  (90)  days  after  the  receipt  of  any 
sinking  fund  instalment  payable  on  and  prior  to,  July  1, 
1931,  the  Trustee  shall  not  have  been  able  to  purchase 
bonds  at  not  exceeding  said  price  to  an  amount  suffi- 
cient to  exhaust  the  available  moneys  in  the  sinking  fund, 
the  moneys  not  so  applied  to  the  purchase  of  bonds  as 
aforesaid  shall  revert  to  the  Company  at  the  expira- 
tion of  said  ninety  (90)  days.  That  part  of  each  sinking 
fund  instalment  payable  after  July  1,  1931,  which  shall 
be  paid  in  cash,  shall  be  retained  by  the  Trustee  and  be 
by  it  applied  to  the  purchase  from  time  to  time  of  bonds 
at  not  exceeding  said  price  and  any  balance  which  shall 
not  be  so  applied  shall  be  applied,  insofar  as  may  be 
required,  to  the  payment  of  the  bonds  at  maturity. 
Any  part  of  such  sinking  fund  instalments  paid  in  cash 
after  July  1,  1931,  which  the  Trustee  shall  not  have  been 
able  to  apply  to  the  purchase  and  retirement  of  bonds 
prior  to  maturity,  at  not  exceeding  the  price  aforesaid, 
and  which  shall  not  be  required  for  the  payment  of  bonds 
outstanding  at  maturity,  shall  be  paid  over  by  the  Trus- 
tee to  the  Company. 


33 


All  bonds  delivered  to  the  Trustee  by  the  Company 
for  the  sinking  fund  in  lieu  of  cash  and  all  bonds  pur- 
chased for  the  sinking  fund  by  the  Trustee  and  the 
coupons  annexed  to  such  bonds  shall  be  canceled  by  the 
Trustee  and  delivered  to  the  Company  and  no  bonds  shall 
be  issued  in  lieu  thereof. 

ARTICLE  FIVE. 

Particular  Covenants. 

The  Company  covenants  with  the  Trustee  as  herein- 
after in  this  Article  set  forth: 

Section  1.  The  Company  will  punctually  pay  the 
principal  of  and  the  interest  on  the  bonds  issued  here- 
under at  the  times  and  in  the  manner  specified  in  the 
bonds  and  in  the  coupons  annexed  thereto,  according  to 
the  true  intent  and  meaning  thereof,  both  in  gold  coin 
of  the  United  States  of  America  of  or  equal  to  the  stand- 
ard of  weight  and  fineness  existing  on  November  1,  1921, 
and  without  deduction  for  any  Federal  income  tax  not 
exceeding  two  per  cent.  (2%)  in  any  year,  which  the 
Company  or  the  Trustee  may  be  required  or  permitted 
to  pay  thereon  or  retain  therefrom  under  any  present 
or  future  law  of  the  United  States  of  America.  Upon 
application,  the  Company  will  reimburse  to  any  holder 
or  registered  owner  thereof  any  personal  property  tax 
up  to  but  not  exceeding  four  (4)  mills  per  annum  on  each 
dollar  of  the  face  amount  of  bonds  held  by  him,  which 
may  be  legally  assessed  against  such  bonds  or  against 
such  holder  or  registered  owner  by  reason  of  his  owner- 
ship thereof  and  paid  by  him  under  any  present  or  future 


34 


law  of  the  Commonwealth  of  Pennsylvania ; provided  that 
such  application  shall  be  made  to  the  Company  within 
sixty  (60)  days  after  payment  of  such  tax  and  that  such 
application  shall  set  forth  the  ownership  by  the  applicant 
of  bonds,  together  with  the  number  or  numbers  thereof, 
the  residence  of  the  applicant  at  the  time  said  tax  was 
assessed  against  him  and  that  such  tax  was  assessed 
upon  and  paid  by  him  because  of  the  ownership  by  him 
of  such  bonds,  and  provided  further,  that  the  Company 
shall  not  theretofore  have  paid  to  the  Commonwealth 
of  Pennsylvania  the  amount  of  such  tax  applicable  to 
such  bonds.  When  and  as  paid,  all  bonds  and  all  cou- 
pons shall  be  surrendered  to  the  Trustee  and  shall  forth- 
with be  cancelled. 

Section  2.  In  order  to  prevent  any  accumulation  of 
coupons  and  claims  for  interest  after  maturity,  the  Com- 
pany will  not  directly  or  indirectly  extend  or  assent  to 
the  extension  of  the  time  for  the  payment  of  any  coupon 
appertaining  to,  or  claim  for  interest  upon,  any  of  the 
bonds,  and  will  not  directly  or  indirectly  be  a party  to, 
or  approve,  any  arrangement  for  any  such  extension 
by  purchasing  such  coupons  or  claims  for  interest  or  in 
any  other  manner. 

Section  3.  At  all  times,  until  the  payment  of  the 
principal  of  the  bonds,  the  Company  either  will  maintain 
an  office  or  agency  in  the  Borough  of  Manhattan,  in  the 
City  of  New  York,  State  of  New  York,  and  also  in  the 
City  of  Cleveland,  Ohio,  where  notices  or  demands  in  re- 
spect of  the  bonds  and  coupons  may  be  served  and  from 
time  to  time  will  give  written  notice  to  the  Trustee  of 
the  location  of  any  such  office  or  agency  and  of  any 


35 


change  of  the  location  thereof  or  will  designate  by  writ 
ten  notice  to  the  Trustee  a bank,  banking  house  or  trust 
company  in  each  of  said  cities  for  such  purpose.  In  de- 
fault of  such  office  or  agency  or  of  such  designation  such 
notices  and  demands  may  be  served  and  made  at  the 
office  of  Blair  & Co.  in  the  Borough  of  Manhattan,  City 
of  New  York,  and  at  the  office  of  the  Trustee  in  the  City 
of  Cleveland,  Ohio. 

Section  4.  All  real  estate,  plants,  fixtures,  equip- 
ment, rights  and  other  property  which  at  any  time  after 
the  execution  of  this  indenture  may  be  acquired  by  the 
Company,  shall,  without  any  further  conveyance  or  as- 
signment, become  and  be  subject  to  the  lien  of  this  in- 
denture as  fully  and  completely  as  though  specifically 
described  in  the  granting  clauses  hereof ; but  the  Com- 
pany shall  execute  any  and  all  such  further  assurances 
or  conveyances  or  assignments  thereof  as  the  Trustee 
may  reasonably  direct  or  require  for  the  purpose  of  ex- 
pressly and  specifically  subjecting  the  same  to  the  lien 
of  this  indenture. 

Section  5.  The  Company  owns  and  is  possessed  of 
the  lands  and  interests  in  lands  specifically  described  in 
the  granting  clauses  hereof  and  thereby  granted  and  the 
Company  covenants  that  the  same  are  at  the  date  of  the 
execution  hereof  free  and  clear  of  liens  and  encum- 
brances, and  the  Company  will  warrant  and  defend  the 
title  of  the  Company  to  said  lands  and  interests  in  lands, 
as  well  as  to  any  lands  and  interests  in  lands  hereafter 
acquired  by  the  Company,  to  the  Trustee,  its  successors 
in  the  trust  and  its  and  their  assigns,  for  the  benefit  of 
the  holders  for  the  time  being  of  the  bonds,  against  the 
lawful  claims  and  demands  of  all  persons  whomsoever. 


36 


Section  6.  The  Company  will  insure  and  keep  in- 
sured all  buildings  and  other  structures  and  all  the  equip- 
ment, machinery  and  appliances  of  its  plants,  now  or  at 
any  time  hereafter  located  upon  the  mortgaged  premises, 
which  are  of  a character  customarily  insured  by  other 
corporations  operating  plants  similar  to  the  plants  of  the 
Company,  against  loss  or  damage  by  fire  in  such  manner 
and  to  such  extent  as  such  property  is  customarily  in- 
sured by  such  other  corporations.  The  amount  which 
shall  be  payable  in  respect  of  any  loss,  whether  payable 
by  one  insurer  or  more,  which  shall  not  be  applied  by 
the  insurer  under  the  terms  of  the  insurance  contract 
for  the  purposes  hereinafter  in  this  Section  specified, 
shall  be  payable  to  the  Trustee  as  its  interest  may  appear. 
The  proceeds  of  any  such  insurance  which  shall  be  re- 
ceived by  the  Trustee  may  be  applied  by  the  Company 
under  the  supervision  of  the  Trustee  to  restoring,  re- 
pairing or  replacing  the  property  injured  or  destroyed, 
or  to  acquiring  or  building  substitutes  therefor ; or  shall 
be  paid  to  the  Company  to  reimburse  it  for  expenditures 
made  by  it  for  any  of  said  purposes ; or  shall  be  applied 
for  the  purposes  mentioned  in  Section  6 of  Article  Ten 
hereof  in  respect  of  the  moneys  in  said  Section  6 referred 
to,  but,  if  applied  for  the  purposes  in  said  Section  6 men- 
tioned, such  application  shall  be  subject  to  the  restric- 
tions in  said  Section  6 set  forth.  The  Trustee  shall  be 
under  no  duty  to  make  any  investigation  in  order  to  en- 
force the  provisions  of  this  Section  but  may  accept  as 
conclusive  evidence  of  whether  or  not  such  buildings  or 
other  structures  are  of  a character  customarily  insured 
by  other  corporations  operating  similar  plants  or  re- 
quired to  be  insured  by  the  provisions  of  this  Section  and 
that  any  property  is  insured  in  such  manner  and  to  such 
extent  as  such  property  is  customarily  insured  by  such 


37 


other  corporations  and  of  the  advisability  of  applying, 
and  of  the  application  of,  the  proceeds  of  insurance  to  any 
of  the  aforesaid  purposes  (other  than  as  provided  in  Sec- 
tion 6 of  Article  Ten  hereof),  the  certificate  in  writing  of 
the  President  or  one  of  the  Vice-Presidents  and  of  the 
Secretary  or  one  of  the  Assistant  .Secretaries  of  the  Com- 
pany and  shall  be  fully  protected  in  so  doing. 

Section  7.  At  any  and  all  times  the  Company  will 
do,  execute,  acknowledge  and  deliver,  or  will  cause  to  be 
done,  executed,  acknowledged  and  delivered,  all  and  every 
such  further  acts,  deeds,  conveyances,  mortgages  and 
transfers  and  assurances  in  the  law,  as  the  Trustees  shall 
reasonably  require  for  the  better  assuring,  conveying, 
mortgaging,  assigning  and  confirming  unto  the  Trustee 
all  and  singular  the  hereditaments  and  premises,  estates 
and  property  hereby  conveyed  or  assigned,  or  intended 
so  to  be,  or  which  the  Company  hereafter  may  become 
bound  to  convey  or  assign  to  the  Trustee. 

Section  8.  The  Company  will  not  voluntarily  create 
or  suffer  to  be  created  or  to  exist  any  lien  or  charge  on  a 
parity  with,  or  having  priority  to  or  preference  over,  the 
lien  of  this  indenture  upon  the  mortgaged  premises  or 
any  part  thereof,  and  within  six  months  after  the  same 
shall  accrue  the  Company  shall  pay,  or  cause  to  be  dis- 
charged, or  shall  make  adequate  provision  for  the  satis- 
faction or  discharge  of,  all  lawful  claims  and  demands  of 
mechanics,  laborers  and  others,  which,  if  unpaid,  might 
by  law  be  given  precedence  to  this  indenture  as  a lien  or 
charge  upon  the  mortgaged  premises,  or  any  part  there- 
of, or  precedence  over  any  of  the  indebtedness  at  any 
time  secured  hereby.  Nothing  in  this  Section  contained 
shall  require  the  Company  to  pay  or  discharge  any  such 
claim,  demand,  lien  or  charge,  so  long  as  the  validity 


38 


thereof  or  the  amount  thereof  shall  in  good  faith  be  con- 
tested in  legal  proceedings. 

Section  9.  The  Company  from  time  to  time  will  pay 
and  discharge  all  taxes,  assessments  and  governmental 
charges  which  shall  he.  lawfully  imposed  upon  the  trust 
estate  at  any  time  subject  to  the  lien  of  this  indenture,  or 
upon  any  part  thereof,  or  upon  the  income  and  profits 
thereof,  the  lien  of  which  would  be  prior  to  the  lien  here- 
of, and  will  also  pay  and  discharge  all  taxes,  assessments 
and  governmental  charges  which  shall  be  lawfully  im- 
posed upon  the  interest  of  the  Trustee  in  the  trust  estate. 
Nothing  in  this  Section  contained  shall  require  the  Com- 
pany to  pay  or  discharge  any  tax,  assessment  or  charge 
so  long  as  the  validity  thereof  or  the  amount  thereof 
shall  in  good  faith  be  contested  in  legal  proceedings. 

Section  10.  Except  as  in  this  indenture  otherwise 
expressly  provided, 

(а)  The  Company,  unless  and  until  it  shall 
have  acquired  and  subjected  to  the  lien  of  this 
indenture  the  real  property  of  any  subsidiary  (as 
“subsidiary”  is  hereinafter  in  Section  3 of  Article 
Fifteen  defined),  (1)  will  hold  or  cause  to  be  held, 
subject  to  the  lien  hereof,  all  and  singular  the  stock 
owned  by  it  of  such  subsidiary,  and  (2)  will  at  all 
times  take  all  such  action  as  from  time  to  time  may 
be  necessary  to  preserve  the  corporate  existence 
and  corporate  rights  and  franchises  of  such  sub- 
sidiary ; 

(б)  The  Company  will  not  sanction  or  permit 
any  increase  of  the  outstanding  capital  stock  of 
any  subsidiary,  unless  effective  provision  be  made 
that  all  such  additional  stock  (or  such  part  of 
such  additional  stock  as  shall  be  proportionate  to 


39 


the  part  of  the  entire  issued  stock  of  such  subsid- 
iary owned  by  the  Company  immediately  prior  to 
the  issue  of  such  additional  stock)  shall,  imme- 
diately upon  the  issue  or  creation  thereof,  be  ac- 
quired by  the  Company  and  be  pledged  with  the 
Trustee,  to  be  held  by  it  on  the  trusts  of  this  in- 
denture with  the  same  effect  as  if  all  such  shares 
had  been  delivered  and  pledged  at  the  time  of  the 
execution  hereof ; and  all  such  additional  stock 
shall  be  fully  paid  and,  if  permitted  by  law,  non- 
assessable ; 

(c)  The  Company  will  not  permit  any  sub- 
sidiary to  sell  or  otherwise  to  dispose  of  its  real 
estate  or  plants,  required  for  the  proper  conduct 
of  the  business  of  such  subsidiary,  or  to  lease  the 
same  (unless  such  lease  be  terminable  at  the  elec- 
tion of  the  Trustee  upon  entry  under  this  inden- 
ture, or  at  the  election  of  the  purchaser  upon  any 
sale  hereunder  by  the  Trustee  or  pursuant  to  ju- 
dicial proceedings),  except  to  the  Company; 

( d ) The  Company  will  not  permit  the  crea- 
tion of  any  mortgage  or  other  lien  upon  the  real 
property  of  any  subsidiary,  except  in  extension  or 
renewal  of  some  other  mortgage  or  deed  of  trust 
or  other  instrument  of  charge  and  except  pur- 
chase money  mortgages,  unless  the  obligations 
secured  by  such  mortgage  or  other  lien  shall  be 
pledged  with  the  Trustee ; 

(e)  Except  as  in  this  indenture  otherwise  ex- 
pressly provided,  and  in  renewal  of  outstanding 
obligations,  the  Company  will  not  permit  the  crea- 
tion by  any  subsidiary  (unless  substantially  all 
the  real  property  of  such  subsidiary,  in  the  opinion 
of  counsel  satisfactory  to  the  Trustee,  who  may 
be  of  counsel  for  the  Company,  is  subject  to  the 
lien  of  this  indenture)  of  any  indebtedness,  direct 
or  contingent,  other  than  indebtedness  arising 
from  advances  on  contracts  and  indebtedness  in- 


40 


curred  for  purposes  of  current  operation  and  ma- 
turing in  twelve  months  or  less,  unless  such  in- 
debtedness be  indebtedness  to  the  Company,  or 
unless  such  indebtedness  forthwith  upon  the  crea- 
tion thereof  shall  be  acquired  by  the  Company  and 
shall  become  subject  to  the  lien  of  this  indenture. 

Section  11.  The  Company  will  not  assign,  transfer 
or  pledge  to  others  any  indebtedness  now  due  or  here- 
after to  become  due  to  the  Company  from  any  subsidiary 
or  any  claims  of  the  Company  against  any  subsidiary 
now  due  or  hereafter  to  become  due,  and  such  indebted- 
ness shall  become  subject  to  the  lien  of  this  indenture; 
provided  that  this  covenant  shall  not,  nor  shall  such  lien 
thereon,  prevent  the  Company  from  collecting  for  its  own 
use  free  from  such  lien  any  such  indebtedness  or  claims 
or  from  releasing  the  same  to  such  subsidiary ; it 
being  solely  the  intention  of  this  covenant  to  prevent 
the  Company  from  transferring  any  such  indebtedness  or 
claims  to  the  prejudice  of  the  security  of  the  bonds.  On 
the  happening  of  any  of  the  events  of  default  specified 
in  Section  2 of  Article  Seven  hereof,  all  such  claims  and 
indebtedness  at  the  time  owned  by  the  Company  shall 
forthwith  and  ipso  facto  become  and  be  subject  to  the  lien 
of  this  indenture,  if  not  already  so  subject,  and  the  Com- 
pany shall,  upon  demand  of  the  Trustee,  execute  an  ap- 
propriate assignment  thereof  to  the  Trustee;  provided, 
however,  that  if  said  default  shall  be  cured  prior  to  any 
sale  or  other  disposition  or  the  collection  by  the  Trustee 
of  said  claims  and  indebtedness,  whether  under  the  pow- 
er of  sale  granted  in  this  indenture  or  pursuant  to  ju- 
dicial proceedings,  then  said  claims  and  indebtedness 
shall  be  reassigned  to  the  Company. 


41 


Section  12.  The  Company  will  not  declare  or  pay 
any  dividend  upon  its  capital  stock,  or  otherwise  directly 
or  indirectly  distribute  to  its  stockholders,  on  account 
of  its  capital  stock,  any  of  its  assets  or  funds,  if,  after 
such  payment  or  distribution,  the  net  quick  assets  of  the 
Company  (as  hereinafter  in  this  Section  defined)  will  be 
less  than  the  total  principal  amount  of  the  bonds  then 
outstanding,  nor  will  the  Company  pay  any  dividend, 
other  than  stock  dividends,  upon  its  common  stock  or 
otherwise  directly  or  indirectly  distribute  to  the  holders 
of  its  common  stock  any  of  its  assets  or  funds,  if,  after 
such  payment  or  distribution,  the  surplus  of  the  Com- 
pany will  be  less  than  the  aggregate  of  its  capital  surplus 
and  its  earned  surplus  on  November  1,  1921  as  the  same 
shall  be  shown  on  a balance  sheet  of  the  Company  as  of 
said  date,  certified  by  Arthur  Young  & Co.,  which  the 
Company  will  lodge  with  the  Trustee  on  or  before  De- 
cember 15,  1921.  Quick  assets,  as  herein  used,  shall  be 
deemed  to  include 

(a)  cash  on  hand  and  in  bank, 

(b)  obligations  of  the  government  of  the 
United  States  and  other  marketable  securities 
taken  at  their  fair  market  value, 

(c)  good  accounts,  short  time  bills  and  notes 
receivable  and  trade  acceptances  receivable  and 
similar  securities  received  in  the  ordinary  course 
of  business  not  past  due, 

(d)  raw  material  and  material  in  process  of 
manufacture,  manufactured  products  and  supplies 
(excluding  rolls,  moulds,  patterns  and  dies),  but 
not  including  in  such  quick  assets  any  items  or 
articles  which  may  be  pledged  or  hypothecated  or 
subject  to  any  lien  or  encumbrance  other  than  the 
lien  of  this  indenture,  and 


42 


(e)  in  case  of  the  Company  only,  a percentage 
of  the  net  quick  assets  of  every  subsidiary  equal 
to  the  percentage  which  the  amount  of  the  capital 
stock  of  such  subsidiary  owned  by  the  Company 
and  pledged  with  the  Trustee  hereunder  is  of  the 
total  amount  of  the  capital  stock  of  such  subsid- 
iary issued  and  outstanding. 

Raw  material  and  materials  in  process  of  manufac- 
ture, finished  products  and  supplies  shall  be  figured  at 
actual  cost  without  interest,  if  the  actual  cost  is  below 
the  market  value  thereof  at  the  time  of  the  valuation 
thereof  hereunder,  hut  at  market  value  if  the  market 
value  at  the  time  of  such  valuation  be  less  than  the  ac- 
tual cost  thereof.  Raw  materials  shall  not  include  any 
ore  or  coal,  except  such  as  has  been  actually  mined  and 
is  then  on  the  surface  at  the  mines  available  for  shipment 
by  railroad  or  in  transit  or  at  upper  or  lower  lake  docks 
or  at  the  works. 

“Net  quick  assets”  shall  mean,  in  the  case  of  the 
Company,  the  excess  of  the  quick  assets,  as  above  defined, 
over  all  debts  and  liabilities  (including  interest  and  taxes 
accrued)  of  the  Company,  except  the  principal  of  the 
bonds  outstanding  hereunder,  and,  in  the  case  of  any  sub- 
sidiary, the  excess  of  the  quick  assets,  as  above  defined 
in  clauses  (a),  (b),  (c)  and  (d)  over  all  debts  and  liabili- 
ties (including  interest  and  taxes  accrued)  of  such  sub- 
sidiary. 

Section  13.  The  Company  will  furnish  to  the  Trus- 
tee, semi-annually,  on  or  before  March  1 and  September 
1 in  every  year,  balance  sheets  and  earnings  statements 
duly  certified  by  public  or  chartered  accountants,  to  be 
approved  by  the  Trustee,  setting  forth  the  earnings  and 


43 


results  of  the  operations  of  the  Company  for  the  six 
months  ended  the  December  31  or  the  June  30,  as  the  case 
may  be,  immediately  preceding,  and  also  setting  forth 
the  financial  condition  of  the  Company  as  of  the  Decem- 
ber 31  or  the  June  30,  as  the  case  may  be,  immediately 
preceding  such  March  1 or  September  1. 

Section  14.  The  Company  will  preserve,  extend  and 
renew  its  corporate  existence  for  all  the  purposes  of  this 
indenture,  and  will  not  assign,  surrender  or  otherwise 
dispose  of  its  good  will  or  the  use  of  its  corporate  name, 
except  as  otherwise  permitted  in  Article  Eleven  hereof, 
and  the  Company  will  maintain,  preserve  and  keep  its 
plants  in  good  repair,  working  order  and  condition,  and 
will  from  time  to  time  thereto  make  all  needful  and 
proper  repairs,  renewals  and  replacements. 

Section  15.  In  case  the  Company  shall  hereafter 
create  any  lien  upon  the  trust  estate  or  any  part  there- 
of, such  lien  shall  be  and  shall  be  expressed  to  be  subject 
to  the  prior  lien  of  this  indenture  for  the  security  of  all 
bonds. 

Section  16.  The  Company  shall  maintain  in  proper 
repair  all  equipment,  appliances  and  apparatus,  at  any 
time  subject  to  the  lien  hereof  to  the  extent  required  in 
the  conduct  of  the  business,  and  will,  to  such  extent, 
replace  the  same  when  worn  out,  abandoned  or  otherwise 
disposed  of. 

Section  17.  The  Company  will  record  this  indenture 
as  a mortgage  of  real  estate  and  as  a mortgage  of  per- 
sonal property,  and  will  pay  any  mortgage  recording 
tax  legally  due  upon  the  recording  hereof  and  any  fur- 
ther mortgage  recording  tax  legally  due  at  any  time 
hereafter  upon  the  issue  of  bonds,  and  will  comply 


44 


with  the  requirements  of  any  and  every  mortgage  re- 
cording tax  law  or  similar  law  affecting  the  due  recording 
of  this  indenture,  and  will  do  whatever  else  may  be  nec- 
essary in  order  to  perfect  and  continue  the  lien  of  this 
indenture  upon  the  mortgaged  premises  and  property. 


ARTICLE  SIX. 

Provisions  as  to  Pledged  Stocks  and  Obligations. 

Section  1.  All  certificates  of  stock  and  all  obliga- 
tions, which  are  now  or  may  at  any  time  hereafter  become 
or  be  subject  to  the  lien  of  this  indenture,  shall  be  deliv- 
ered to  and  held  by  the  Trustee,  and  shall,  at  the  time  of 
delivery  to  the  Trustee,  if  not  transferable  by  delivery 
merely,  be  accompanied  by  proper  instruments  of  assign- 
ment to  the  Trustee  or  in  blank  with  powers  of  attorney 
for  their  transfer  to  the  Trustee  or  in  blank,  duly  executed 
by  the  record  owners  or  registered  holders  thereof,  and 
also  by  any  transfer  stamps  required  by  law  to  effect  the 
transfer  thereof. 

Section  2.  At  any  time  the  Trustee  may  cause  to  be 
transferred  into  its  name,  as  trustee  hereunder,  all  or 
any  shares  of  stock  the  certificates  wherefor  shall  have 
been  delivered  to  the  Trustee ; or,  in  the  discretion  of  the 
Trustee,  it  may  hold  such  certificates  in  the  name  of  the 
registered  holder  thereof  at  the  time  of  such  pledge,  or  in 
the  name  of  a nominee  of  the  Trustee ; provided  that  the 
same  be  endorsed  in  blank  for  transfer,  or  be  accompa- 
nied by  proper  instruments  of  assignment  in  blank  duly 
executed  by  such  registered  holder. 


45 


Section  3.  The  Trustee  may  do  whatever  may  be 
necessary  for  the  purpose  of  maintaining,  preserving,  re- 
newing or  extending  the  corporate  existence  of  any  sub- 
sidiary and,  for  such  purpose,  from  time  to  time  may 
assign,  transfer  and  deliver  as  many  shares  of  the  stock 
of  any  subsidiary  as  may  be  necessary  to  qualify 
persons  to  act  as  directors  of  or  in  any  other  official 
relation  to  such  subsidiary.  Whenever  the  Company, 
not  being  in  default  under  this  indenture,  shall  in  writing 
so  request,  stating  in  such  request  that  the  Company  does 
not  have  under  its  control  shares  for  that  purpose  other 
than  shares  held  under  this  indenture,  the  Trustee,  at  the 
cost  and  expense  of  the  Company,  shall  assign  and  trans- 
fer to  persons  designated  by  the  Company  a sufficient 
number  of  the  shares,  which  then  shall  be  held  hereunder, 
to  qualify  such  persons  to  act  as  directors  of  or  in  any  of- 
ficial relation  to  the  subsidiary  which  issued  such  shares; 
provided,  however,  that  in  every  such  case  the  Trus- 
tee shall  make  such  arrangements  as  it  shall  deem 
expedient  for  the  protection  of  the  trusts  hereunder  in 
respect  of  the  shares  so  assigned  and  transferred. 

Section  4.  Unless  and  until  some  one  or  more  of  the 
events  of  default  specified  in  Section  2 of  Article  Seven 
hereof  shall  have  happened  and  shall  be  continuing,  the 
Company,  from  time  to  time,  shall  be  entitled  to  receive 
and  collect  all  cash  dividends  that  may  be  declared  on  any 
shares  of  stock,  and  all  interest  that  may  be  paid  on  any 
obligations,  which  may  at  any  time  be  pledged  here- 
under, and  the  Trustee,  whether  or  not  any  of  said  shares 
of  stock  or  obligations  be  then  standing  in  its  name,  on 
written  demand  of  the  Company  from  time  to  time  shall 
deliver  to  it  suitable  assignments  and  orders  for  the  pay- 


46 


ment  to  it  of  all  such  cash  dividends  as  from  time  to 
time  may  he  declared  or  become  payable  on  such  shares 
of  stock,  and  all  such  interest  as  from  time  to  time  may  be 
paid  or  become  payable  on  such  obligations,  and  the  Trus- 
tee from  time  to  time  upon  written  demand  of  the  Com- 
pany shall  pay  over  to  it  any  and  all  sums  which  may  be 
received  or  collected  by  it  for  dividends  upon  such  shares 
of  stock,  or  for  interest  upon  such  obligations ; provided, 
however,  that  the  Company  shall  not  be  entitled  to  re- 
ceive 

(a)  any  sum  paid  in  case  of  dissolution  or  liqui- 
dation of  any  subsidiary  or  other  corporation,  or 
in  the  case  of  any  reduction  of  its  capital  stock, 
upon  any  shares  of  stock  subject  hereto  of  such 
subsidiary  or  other  corporation;  or 

(b)  any  interest  paid  out  of  the  proceeds  of 
the  sale  of  property  covered  by  a mortgage  or  deed 
of  trust  securing  obligations  pledged  under  this 
indenture. 

The  Trustee  may  assume,  until  notified  in  writing  to 
the  contrary  by  the  holders  of  at  least  ten  per  cent.  (10% ) 
in  amount  of  the  bonds  then  outstanding,  that  all  cash  di- 
vidends and  other  moneys  received  by  it  or  by  the  Com- 
pany as  aforesaid  are  paid  out  of  surplus,  or  net  income, 
or  net  earnings,  of  the  corporation  paying  the  same. 

Section  5.  Any  sums  which  shall  be  paid  out  of  the 
proceeds  of  the  sale  of  property  covered  by  a mortgage 
or  deed  of  trust  securing  obligations  from  time  to  time 
pledged  under  this  indenture  on  account  of  the  principal 
or  interest  of  any  of  such  obligations,  or,  in  case  of  the 
dissolution  or  liquidation  of  any  corporation,  or  of  any 
reduction  of  its  capital  stock,  upon  shares  of  stock  of  such 


47 


corporation  pledged  under  this  indenture,  as  well  as  any 
sums  received  by  the  Trustee  from  any  source  on  account 
of  the  principal  of  any  obligations  held  under  this  inden- 
ture, shall  be  received  and  held  by  the  Trustee  as  addi- 
tional security  for  the  bonds,  and  shall  upon  the  written 
request  of  the  Company  from  time  to  time  be  either  paid 
out  or  used  by  the  Trustee  for  the  purposes  and  subject 
to  the  same  restrictions  and  conditions  as  provided  in 
Section  6 of  Article  Ten  hereof  in  respect  of  the  proceeds 
of  released  property. 

Section  6.  In  case  default  shall  be  made  in  the  pay- 
ment of  the  principal  of  or  the  interest  on  any  obligations 
which  shall  have  been  delivered  to,  and  shall  be  held  by, 
the  Trustee  hereunder,  then,  and  in  any  such  case,  the 
Trustee,  without  prejudice  to  its  rights  to  claim  a default 
hereunder  or  to  assert  any  right  upon  such  default,  may, 
in  its  discretion,  cause  proper  proceedings  to  be  instituted 
and  prosecuted  in  some  court  of  competent  jurisdiction 
to  collect  or  enforce  such  obligations  and  to  foreclose  or 
enforce  the  mortgage  or  trust  or  charge  or  agreement, 
by  or  under  which  such  obligations  in  default  are  secured 
or  issued. 

Section  7.  Unless  and  until  some  one  or  more  of 
the  events  of  default  specified  in  Section  2 of  Article 
Seven  hereof  shall  have  happened  and  shall  be  continuing, 
the  Company  shall  have  the  right  to  vote  or  give  consent 
for  all  purposes  not  contrary  to  its  covenants  herein  con- 
tained or  otherwise  inconsistent  with  the  provisions  of 
this  indenture,  with  the  same  force  and  effect  as  if 
such  shares  were  not  subject  to  this  indenture  upon  all 
shares  of  stock  subject  to  this  indenture,  and  from 
time  to  time,  upon  demand  of  the  Company,  the  Trus- 


48 


tee  forthwith  shall  make  and  deliver,  or  shall  cause  to  be 
made  and  delivered,  to  the  Company  or  to  its  nominee  or 
nominees  suitable  powers  of  attorney  or  proxies  to  vote 
upon  any  shares  of  stock,  other  than  as  aforesaid,  which 
shall  have  been  transferred  to  the  Trustee  or  its  nomi- 
nees, or  to  give  consent  in  respect  thereof. 

Every  power  of  attorney  or  proxy  given  to  the 
Company  or  its  nominee  or  nominees  pursuant  to  the 
provisions  of  this  indenture  shall,  at  the  election  of  the 
Company,  either  (1)  be  limited  so  as  expressly  to  author- 
ize only  the  casting  of  a vote  or  votes  or  the  giving  of  a 
consent  or  consents  for  a purpose  or  purposes  stated  in 
the  power  of  attorney  or  proxy,  which  shall  not  be  incon- 
sistent with  the  provisions  of  this  indenture,  or  (2)  bear 
on  its  face  the  following  statement:  “The  powers  hereby 
conferred  shall  not  be  exercised  for  any  purpose  incon- 
sistent with  the  provisions  of  the  First  Mortgage  of  The 
Central  Steel  Company,  dated  November  1,  1921.’  ’ An 
opinion  of  counsel  (who  may  be  of  counsel  for  the  Com- 
pany) that  the  purpose  or  purposes  expressed  in  any 
power  of  attorney  or  proxy  which  the  Trustee  is  requested 
to  give  in  the  form  authorized  by  the  foregoing  clause 
(1)  are  not  inconsistent  with  the  provisions  of  this  in- 
denture shall  be  full  protection  to  the  Trustee  in  giving 
such  power  of  attorney  or  proxy. 

Section  8.  With  the  written  consent  of  the  Company, 
so  long  as  none  of  the  events  of  default  hereinafter  de- 
fined shall  have  happened  and  be  continuing  the  Trustee 
may  at  any  time  vote  upon  the  shares  of  stock  of  any  cor- 
poration held  by  it  hereunder,  and  may  take  such  other 
steps  as,  in  its  discretion,  it  shall  deem  advisable  to  pro- 
tect its  interests  and  the  interests  of  the  bondholders 


49 


hereunder,  in  respect  of  any  stocks  or  obligations  subject 
to  the  lien  hereof.  In  case  of  the  happening  and  continu- 
ance of  any  event  of  default  as  specified  in  Section  2 of 
Article  Seven  hereof,  the  Trustee  shall  be  entitled  to 
take  such  steps  without  the  consent  of  the  Company. 

Section  9.  Subject  only  to  the  specific  restrictions 
contained  in  this  indenture,  and  to  the  actual  exercise  by 
the  Company  of  its  rights  in  respect  thereof  conferred  by 
this  indenture,  the  Trustee  shall  have  and  may  exercise 
all  the  rights  of  ownership  in  respect  of  any  shares  of 
stock  or  obligations  held  by  the  Trustee  under  this  inden- 
ture or  in  any  manner  whatsoever  upon  the  trusts  hereof. 


ARTICLE  SEVEN. 

Remedies  of  Trustee  and  Bondholders. 

Section  1.  In  case  any  coupon  or  claim  for  interest 
on  any  of  the  bonds  shall  have  been  funded  or  extended 
by  or  with  the  consent  of  the  Company,  such  coupon  or 
claim  for  interest  so  funded  or  extended  shall  not  be 
entitled,  in  case  of  default  hereunder,  to  the  benefit  or  se- 
curity of  this  indenture,  except  subject  to  the  prior  pay- 
ment in  full  of  the  principal  of  all  of  the  bonds  then  out- 
standing and  of  all  coupons  and  claims  for  interest  there- 
on that  shall  not  have  been  so  funded  or  extended.  If 
any  coupons  or  claims  for  interest  on  any  of  the  bonds  at 
or  after  maturity  shall  be  owned  by  the  Company,  then 
such  matured  coupons  or  claims  for  interest  shall  not  be 
entitled  to  the  benefit  or  security  of  this  indenture;  and 
the  Company  covenants  that  all  such  coupons  and  claims 
for  interest  so  owned  by  it  at  or  after  their  maturity 
shall  promptly  be  cancelled. 


50 


Section  2.  In  case  one  or  more  of  the  following 
events,  elsewhere  in  this  indenture  termed  events  of  de- 
fault, shall  happen,  that  is  to  say,  if 

(1)  default  shall  he  made  in  the  payment  of 
the  principal  of  any  of  the  bonds,  when  and  as  the 
same  shall  have  become  payable,  whether  at  matur- 
ity or  by  declaration  as  provided  in  Section  5 of 
this  Article,  or  otherwise ; 

(2)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest  on  any  of  the  bonds,  or 
in  the  payment  of  any  instalment  of  any  sinking 
fund  provided  for  therein  or  herein,  when  and  as 
the  same  shall  have  become  payable  as  therein  and 
herein  expressed,  and  such  default  shall  have  con- 
tinued for  a period  of  sixty  (60)  days; 

(3)  default  shall  be  made  in  the  observance  or 
performance  of  any  other  covenant  or  condition 
herein  required  to  be  kept  or  performed  by  the 
Company,  and  such  default  shall  have  continued 
for  a period  of  ninety  (90)  days  after  written  no- 
tice thereof  shall  have  been  given  to  the  Company 
by  the  Trustee,  which  shall  give  such  notice  at  the 
written  request  of  the  holders  of  twenty-five  per 
cent.  (25%)  in  principal  amount  of  the  bonds  then 
outstanding ; 

(4)  a decree  of  a court  having  jurisdiction 
shall  have  been  entered  adjudging  the  Company 
a bankrupt,  and  such  decree  shall  have  continued 
undischarged  and  unstayed  for  a period  of  thirty 
(30)  days;  or  an  order  of  such  a court  for  the  ap- 
pointment of  a receiver  of  the  property  of  the 
Company  shall  have  been  entered,  and  such  order 
shall  have  remained  in  force  undischarged  and 
unstayed  for  a period  of  thirty  (30)  days;  or 

(5)  the  Company  shall  institute  proceedings 
to  be  adjudicated  a voluntary  bankrupt  or  shall 
make  an  assignment  for  the  benefit  of  creditors  or 


51 


shall  consent  to  the  appointment  of  a receiver  of 
its  property; 

then,  and  in  each  and  every  such  case,  and  during  the  con- 
tinuance thereof,  the  Trustee,  personally  or  by  agents  or 
attorneys,  may  enter  upon  the  mortgaged  premises,  and 
may  exclude  the  Company,  its  agents  and  servants,  whol- 
ly therefrom;  and  having  and  holding  the  same,  either 
personally  or  by  receivers,  agents,  servants  or  attorneys, 
may  use,  operate,  manage  and  control  said  premises,  and 
conduct  the  business  thereof  to  the  best  advantage  of  the 
holders  of  the  bonds;  and  upon  every  such  entry,  at  the 
expense  of  the  trust  estate,  from  time  to  time  the  Trustee 
may  make  all  such  necessary  or  proper  repairs,  renewals, 
replacements  and  useful  alterations,  additions,  better- 
ments and  improvements  of,  in  or  to  said  premises  as  to  it 
may  seem  judicious,  and  may  purchase  or  otherwise  pro- 
cure the  use  of  additional  tools  and  machinery  for  use 
thereon,  and  either  in  the  name  of  the  Company  or  other- 
wise, as  the  Trustee  shall  deem  best,  may  manage  and 
operate  the  mortgaged  premises  and  exercise  all  rights 
and  powers  of  the  Company  in  respect  thereof,  and  the 
Trustee  shall  be  entitled  to  collect  and  receive  all  earn- 
ings, income,  rents,  issues  and  profits  thereof ; and  after 
deducting  all  expenses  incurred  hereunder  and  all  pay- 
ments which  may  be  made  for  taxes,  assessments,  insur- 
ance, and  prior  or  other  proper  charges  upon  said  prem- 
ises or  any  part  thereof,  as  well  as  just  and  reasonable 
compensation  for  the  services  of  the  Trustee  and  for  all 
agents,  clerks,  servants  and  other  employees  properly 
engaged,  the  Trustee  shall  apply  the  moneys  arising  as 
aforesaid  as  follows : 

(a)  in  case  the  principal  of  the  bonds  shall  not 
have  become  payable,  to  the  payment  of  the  over- 


52 


due  instalments  of  interest  upon  the  bonds,  if  any, 
in  the  order  of  the  maturity  of  the  instalments  of 
such  interest,  with  eight  per  cent.  (8%)  interest 
thereon ; such  payments  to  he  made  ratably  to  the 
persons  entitled  thereto,  without  discrimination  or 
preference ; 

( b ) in  case  the  principal  of  the  bonds  shall 
have  become  payable,  whether  at  maturity  or  by 
declaration  as  provided  in  Section  5 of  this  Ar- 
ticle, or  otherwise,  to  the  payment  of  the  prin- 
cipal of  said  bonds  and  of  the  overdue  instalments 
of  interest  upon  the  bonds,  if  any,  with  eight  per 
cent.  (8%)  interest  on  such  interest;  such  pay- 
ments to  be  made  ratably  to  the  persons  entitled 
thereto,  without  any  discrimination  or  preference. 

These  provisions,  however,  are  not  intended  in  any- 
wise to  modify  the  provisions  of  Section  1 of  this  Article, 
but  are  subject  thereto. 

Section  3.  In  case  of  the  happening  of  an  event  of 
default,  then  and  in  each  and  every  such  case,  and  dur- 
ing the  continuance  thereof,  the  Trustee  shall  be  entitled 
to  vote  on  all  shares  of  stock  then  pledged  under  this  in- 
denture, and,  for  the  benefit  of  the  holders  of  the  bonds, 
shall  be  entitled  to  collect  and  receive  all  dividends  there- 
on, and  all  sums  payable  for  principal,  interest  or  other- 
wise upon  any  obligations  or  indebtedness  that  then  shall 
be  pledged  under  this  indenture,  and  to  apply  as  here- 
inbefore in  Section  2 of  this  Article  provided  the 
net  moneys  received;  and,  as  holder  of  any  such  shares 
of  stock  and  of  any  such  obligations  or  indebtedness,  to 
perform  any  and  all  acts,  or  to  make  or  execute  any  and 
all  transfers,  requests,  requisitions  or  other  instruments, 
for  the  purpose  of  carrying  out  the  provisions  of  said 
Section  2;  but  in  the  event  that  a receiver  of  the  mort- 


53 


gaged  premises  shall  have  been  appointed  and  shall  he 
in  possession  thereof. in  enforcement  of  this  indenture 
or  pursuant  to  the  provisions  hereof  or  in  bankruptcy, 
the  Trustee  from  time  to  time  in  its  discretion  may,  and 
if  requested  by  the  holders  of  a majority  in  amount  of 
the  bonds  shall,  turn  over  to  such  receiver  any  part  or 
all  of  the  interest  moneys  and  cash  dividends  declared 
and  paid  out  of  current  earnings,  so  collected  by  the 
Trustee,  and  may  co-operate  with  such  receiver  in  man- 
aging and  operating  the  entire  trust  estate  in  such  man- 
ner as  the  Trustee  shall  deem  for  the  best  interest  of  the 
holders  of  the  bonds. 

Section  4.  In  case  of  the  happening  of  an  event  of 
default,  then  and  in  each  and  every  such  case,  such  event 
of  default  continuing, 

(a)  the  Trustee  personally  or  by  agent  or  at- 
torney, with  or  without  entry  upon  the  mortgaged 
premises,  may,  in  its  discretion,  sell,  as  an  entirety 
or,  as  hereinafter  in  Section  7 of  this  Article  pro- 
vided, in  parcels,  to  the  highest  and  best  bidder 
or  bidders,  the  trust  estate  and  all  right,  title  and 
interest  therein  and  right  of  redemption  thereof ; 
such  sale  or  sales  to  be  made  at  public  auction  at 
such  place  or  places  and  at  such  time  or  times  and 
upon  such  terms  as  the  Trustee  may  fix  and  briefly 
specify  in  the  notice  or  notices  of  sale  to  be  given 
as  hereinafter  in  Section  8 of  this  Article  pro- 
vided, or  as  may  be  required  by  law;  or 

( b ) the  Trustee  may  proceed  to  protect  and 
to  enforce  the  rights  of  the  Trustee  and  of  the 
holders  of  the  bonds  by  a suit  or  suits  in 
equity  or  at  law,  whether  for  the  specific  per- 
formance of  any  covenant  or  agreement  contained 
herein,  or  in  aid  of  the  execution  of  any  power 


54 


herein  granted,  or  for  the  foreclosure  of  this  in- 
denture, or  for  the  enforcement  of  any  other  ap- 
propriate legal  or  equitable  remedy,  as  the  Trustee, 
being  advised  by  counsel,  may  deem  most  effectual 
to  protect  and  enforce  any  of  its  rights  or  duties 
under  this  indenture. 

Section  5.  If  an  event  of  default  shall  happen,  then 
at  any  time  during  the  continuance  of  such  event  of 
default,  the  Trustee,  by  notice  in  writing  delivered  to  the 
Company,  may,  and  upon  the  written  request  of  the  hold- 
ers of  twenty -five  per  cent.  (25%)  in  principal  amount  of 
the  bonds  then  outstanding,  shall,  declare  the  principal 
of  all  the  bonds  then  outstanding,  if  not  then  due  and  pay- 
able, to  be  due  and  payable  immediately,  and  upon  any 
such  declaration,  the  same  shall  become  and  be  immedi- 
ately due  and  payable,  anything  in  this  indenture  or  in 
the  bonds  contained  to  the  contrary  notwithstanding. 

This  provision,  however,  is  subject  to  the  condition 
that  if,  at  any  time  after  the  principal  of  the  bonds  shall 
have  been  so  declared  due  and  payable  and  before  any 
sale  of  the  trust  estate  shall  have  been  made,  all  over- 
due instalments  of  interest,  if  any,  upon  all  of  the  bonds, 
with  eight  per  cent.  (8%)  interest  upon  such  instalments 
of  interest,  and  all  other  defaults  under  this  indenture 
shall  have  been  remedied,  then  and  in  every  such  case 
the  holders  of  a majority  in  principal  amount  of  the 
bonds  remaining  outstanding  by  written  notice  to  the 
Company  and  to  the  Trustee  may  waive  such  default 
and  its  consequences ; but  no  such  waiver  shall  extend  to 
or  affect  any  subsequent  default,  or  impair  any  right  or 
remedy  consequent  thereon. 

In  case  the  Trustee  shall  have  begun  any  proceeding 
to  enforce  any  right  under  this  indenture  by  foreclosure. 


55 


entry  or  otherwise,  and  such  proceeding  shall  have  bee 
discontinued  or  abandoned  because  of  such  waiver,  or  for 
any  other  reason,  or  shall  have  been  determined  adverse- 
ly to  the  Trustee,  then  and  in  every  such  case  the  Com- 
pany and  the  Trustee  shall  be  restored  to  their  respec- 
tive former  positions  and  rights  hereunder  in  respect 
of  the  trust  estate;  and  all  rights,  remedies  and  powers 
of  the  Trustee  shall  continue  as  though  no  such  proceed 
ing  had  been  taken. 

Section  6.  In  case  of  the  happening  of  an  event  of 
default,  it  shall  be  the  duty  of  the  Trustee,  such  event 
of  default  continuing,  upon  the  written  request  of  the 
holders  of  twenty-five  per  cent.  (25%)  in  principal 
amount  of  the  bonds  then  outstanding  and  upon  being 
indemnified  as  hereinafter  provided,  to  take  all  steps 
needful  for  the  protection  and  enforcement  of  its  rights 
and  the  rights  of  the  holders  of  the  bonds,  and  to  exer- 
cise the  powers  of  entry  or  sale  herein  granted,  or  both, 
or  to  take  appropriate  judicial  proceedings  by  action, 
suit  or  otherwise,  as  the  Trustee,  being  advised  by  coun- 
sel, shall  deem  most  expedient  in  the  interest  of  the  hold- 
ers of  the  bonds;  but,  anything  in  this  indenture  to  the 
contrary  notwithstanding,  the  holders  of  a majority  in 
principal  amount  of  the  bonds  then  outstanding  from  time 
to  time  shall  have  the  right  to  direct  and  control  the  action 
of  the  Trustee  in  any  proceeding  under  this  Article; 
provided,  however,  that  the  Trustee  shall  not  be  required 
to  take  any  action  which  it  may  deem  inadvisable  in  the 
interest  of  the  holders  of  the  bonds  and  coupons. 

Section  7.  In  the  event  of  any  sale,  whether  made 
under  the  power  of  sale  herein  granted,  or  under  or  by 
virtue  of  judicial  proceedings,  the  whole  of  the  trust  es- 


56 


tate,  including  stocks  and  obligations,  shall  be  sold  in 
one  parcel  and  as  an  entirety,  unless  a sale  as  an  entirety 
be  impracticable  by  reason  of  some  statute  or  other 
cause,  or  unless  the  holders  of  a majority  in  principal 
amount  of  the  bonds  then  outstanding  shall  in  writing 
request  the  Trustee  to  cause  the  trust  estate  to  be  sold 
in  parcels,  in  which  case  the  sale  shall  be  made  in  such 
parcels  as  shall  be  specified  in  such  request. 

The  Company,  for  itself  and  all  persons  and  cor- 
porations hereafter  claiming  through  or  under  it  or  who 
may  at  any  time  hereafter  become  holders  of  liens  junior 
to  the  lien  of  this  indenture,  hereby  expressly  waives  and 
releases  all  right  to  have  the  properties  and  estate  com- 
prised in  the  security  intended  to  be  created  by  this  in- 
denture marshalled  upon  any  foreclosure  or  other  en- 
forcement hereof,  and  the  Trustee,  or  any  court  in  which 
the  foreclosure  of  this  indenture  or  administration  of  the 
trusts  hereby  created  is  sought,  shall  have  the  right  as 
aforesaid  to  sell  the  entire  property  of  every  description 
comprised  in  or  subject  to  the  trusts  created  by  this 
indenture  as  a whole  in  a single  parcel. 

The  personal  property  and  chattels  conveyed  or 
intended  to  be  conveyed  by  and  pursuant  to  this  inden- 
ture, other  than  stocks  and  obligations,  shall  be  real  es- 
tate for  all  the  purposes  of  this  indenture,  and  shall  be 
held  and  taken  to  be  fixtures  and  appurtenances  thereof, 
and  are  to  be  used  and  sold  therewith  and  not  separate 
therefrom,  except  as  herein  otherwise  expressly  provided. 

Section  8.  Notice  of  any  sale  to  be  made  by  the  Trus- 
tee pursuant  to  any  provision  of  this  indenture  shall 
state  the  time  when  and  the  place  where  the  same  is  to 
be  made,  and  shall  contain  a brief  general  description 


57 


of  the  property  to  be  sold,  and  shall  be  sufficiently  given 
if  published  once  in  each  week  for  six  successive  calendar 
weeks  prior  to  such  sale  in  three  newspapers,  one  pub- 
lished in  the  Borough  of  Manhattan,  in  the  City  of  New 
York,  in  the  State  of  New  York,  one  published  in  the  City 
of  Cleveland,  Ohio,  and  one  published  in  the  City  of 
Massillon,  in  the  State  of  Ohio,  and  otherwise  as  may  be 
required  by  law. 

Section  9.  From  time  to  time  the  Trustee  may  ad- 
journ any  sale  by  it  to  be  made  pursuant  to  any  provision 
of  this  indenture  by  announcement  at  the  time  and  place 
appointed  for  such  sale  or  for  any  adjourned  sale;  and 
without  further  notice  or  publication  the  sale  may  be 
made  at  the  time  and  place  to  which  the  same  shall  have 
been  so  adjourned. 

Section  10.  Upon  the  completion  of  any  sale, 
whether  made  under  the  power  of  sale  herein  granted 
or  under  or  by  virtue  of  judicial  proceedings,  the  Trustee 
shall  execute  and  shall  deliver  to  the  accepted  purchaser 
one  or  more  good  and  sufficient  deeds  or  other  instru- 
ments conveying,  assigning  and  transferring  the  property 
sold.  The  Trustee  is  hereby  appointed  the  attorney  irre- 
vocable of  the  Company,  in  its  name  and  stead,  to  make 
all  necessary  conveyances  and  assignments  of  property, 
and  all  necessary  transfers  of  shares  of  stock  and  obli- 
gations sold,  and  for  that  purpose  the  Trustee  may  exe- 
cute all  necessary  deeds  and  other  instruments  of  assign- 
ment and  transfer,  and  may  substitute  one  or  more  per- 
sons with  like  power,  the  Company  hereby  ratifying  and 
confirming  all  that  its  said  attorney,  or  the  person  or 
persons  so  substituted,  shall  lawfully  do  by  virtue  hereof. 
Nevertheless  the  Company,  if  requested  by  the  Trustee 


58 


so  to  do,  will  join  in  the  execution  and  delivery  of  such 
conveyances,  assignments  and  transfers. 

The  execution  and  delivery  of  such  deeds,  con- 
veyances, assignments  and  transfers  upon  any  such  sale 
shall  operate  to  divest  all  right,  title,  interest,  claim  and 
demand,  either  at  law  or  in  equity,  of  the  Company,  in 
and  to  the  trust  estate  sold,  and  shall  be  a perpetual  bar, 
both  at  law  and  in  equity,  against  the  Company,  and  its 
successors  and  assigns,  and  against  any  and  all  persons 
claiming  or  to  claim  the  premises  and  property  sold  or 
any  part  thereof,  from,  through  or  under  the  Company  or 
its  successors  or  assigns. 

Section  11.  The  receipt  of  the  Trustee  or  other  per- 
son authorized  to  receive  the  same,  for  the  purchase 
money,  shall  be  a sufficient  discharge  therefor  to  any 
purchaser  of  the  trust  estate  or  any  part  thereof  sold 
as  aforesaid;  and  no  such  purchaser,  or  his  representa- 
tives, grantees  or  assigns,  after  paying  such  purchase 
money  and  receiving  such  receipt,  shall  be  bound  to  see 
to  the  application  of  such  purchase  money  upon  or  for 
any  trust  or  purpose  of  this  indenture,  or  in  any  manner 
whatsoever  be  answerable  for  any  loss,  misapplication 
or  non-application  of  any  such  purchase  money,  or  be 
bound  to  inquire  as  to  the  authorization,  necessity,  ex- 
pediency or  regularity  of  any  such  sale. 

Section  12.  In  the  event  of  any  sale,  whether  made 
under  the  power  of  sale  herein  granted  or  under  or  by 
virtue  of  judicial  proceedings,  the  whole  of  the  principal 
sums  of  the  bonds,  if  not  previously  due,  shall  at  once 
become  due  and  payable,  anything  in  said  bonds  or  in 
this  indenture  to  the  contrary  notwithstanding. 


59 


Section  13.  The  purchase  money,  proceeds  or  avails 
of  any  sale  as  aforesaid,  together  with  any  other  sums 
which  then  may  be  held  by  the  Trustee  under  any  of  the 
provisions  of  this  indenture  as  part  of  the  trust  estate, 
shall  be  applied  as  follows : 

First.  To  the  payment  of  the  costs  and  ex- 
penses of  such  sale,  including  a reasonable  com- 
pensation to  the  Trustee,  its  agents,  attorneys  and 
counsel,  and  of  all  expenses,  liabilities  or  advances 
made  or  incurred  under  this  indenture  by  the  Trus- 
tee, and  to  the  payment  of  all  taxes,  assessments 
or  liens  prior  to  the  lien  of  this  indenture,  except 
any  taxes,  assessments  or  other  superior  liens  sub- 
ject to  which  such  sale  shall  have  been  made ; 

Second.  To  the  payment  of  the  whole  amount 
then  due  and  unpaid  upon  the  bonds  for  principal 
and  interest,  with  eight  per  cent.  (8%)  interest 
upon  the  overdue  instalments  of  interest;  or  in 
case  such  proceeds  shall  be  insufficient  to  pay  the 
whole  amount  so  due  and  unpaid,  then  to  the  pay- 
ment of  such  principal  and  interest,  without  pref- 
erence or  priority  of  principal  over  interest,  or  of 
interest  over  principal,  or  of  any  instalment  of 
interest  over  any  other  instalment  of  interest, 
ratably  to  the  aggregate  of  such  principal  and  in- 
terest, except  as  otherwise  provided  in  Section  1 
of  this  Article; 

Third.  To  the  payment  of  the  surplus,  if  any, 
to  the  Company,  its  successors  or  assigns,  or  to 
whosoever  may  be  lawfully  entitled  to  receive  the 
same. 

Section  14.  Upon  any  sale  as  aforesaid,  any  pur- 
chaser, for  the  purpose  of  making  settlement  or  payment 
for  the  property  purchased,  shall  be  entitled  to  use  and 
apply  any  bonds  and  any  appurtenant  matured  coupons, 


60 


by  presenting  such  bonds  and  coupons  so  that  there  may 
be  credited  as  paid  thereon  the  sums  applicable  to  such 
payment  pursuant  to  the  provisions  of  Section  13  of  this 
Article ; and  such  purchaser  shall  be  credited  on  ac- 
count of  the  purchase  price  of  the  property  purchased 
with  the  sums  payable  on  the  bonds  and  coupons  so  pre- 
sented ; and  at  any  such  sale  any  bondholder  or  any  other 
person  may  bid  for  and  purchase  such  property,  and  may 
make  payment  therefor  as  aforesaid,  and  upon  compli- 
ance with  the  terms  of  sale  may  hold,  retain  and  dispose 
of  such  property  without  further  accountability  therefor. 

Section  15.  The  Company  will  not  at  any  time  insist 
upon  or  plead,  or  in  any  manner  whatever  claim  or  take 
the  benefit  or  advantage  of,  any  stay  or  extension  law 
now  or  at  any  time  hereafter  in  force;  nor  will  it  claim, 
take  or  insist  on  any  benefit  or  advantage  from  any  law 
now  or  hereafter  in  force  providing  for  the  valuation  or 
appraisement  of  the  mortgaged  premises  or  of  the  trust 
estate,  or  any  part  thereof,  prior  to  any  sale  or  sales 
thereof  to  be  made  pursuant  to  the  provisions  of  this 
indenture  or  to  the  decree  of  any  court  of  competent 
jurisdiction;  nor  after  any  such  sale  or  sales  will  the 
Company  claim  or  exercise  any  right  conferred  by  any 
statute  enacted  by  any  State,  or  otherwise,  to  redeem  the 
property  so  sold,  or  any  part  thereof ; and  the  Company 
hereby  expressly  waives  all  benefit  and  advantage  of 
any  such  law  or  laws  and  covenants  that  it  will  not 
hinder,  delay  or  impede  the  execution  of  any  power  herein 
granted  and  delegated  to  the  Trustee,  but  that  it  will 
suffer  and  permit  the  execution  of  every  such  power  as 
though  no  such  law  or  laws  had  been  made  or  enacted. 


61 


Section  16.  In  case  of  the  happening  of  an  event  of 
default,  the  Trustee,  upon  filing  a bill  in  equity,  or  upon 
commencement  of  any  other  judicial  proceedings  to  en- 
force any  right  of  the  Trustee  or  of  the  bondholders  under 
this  indenture,  shall  be  entitled,  such  event  of  default 
continuing,  to  exercise  the  right  of  entry  and  all  other 
rights  and  powers  herein  granted  and  provided  to  be 
exercised  by  the  Trustee  upon  the  happening  of  an  event 
of  default;  and,  as  matter  of  right,  the  Trustee  shall  be 
entitled  to  the  appointment  of  a receiver  of  the  mort- 
gaged premises  and  of  the  earnings,  income,  rents, 
issues  and  profits  thereof,  with,  such  powers  as  the 
court  making  such  appointment  shall  confer;  but,  not- 
withstanding the  appointment  of  such  receiver,  the 
Trustee  shall  be  entitled  to  continue  to  retain  possession 
and  control  of  any  stocks  and  obligations  and  cash 
pledged  or  to  be  pledged  under  this  indenture  with  the 
Trustee. 

Section  17.  At  any  time  hereafter  before  full  pay- 
ment of  the  indebtedness  secured  by  this  indenture,  and 
whenever  it  shall  deem  it  expedient  for  the  better  protec- 
tion or  security  of  such  indebtedness  (although  then  there 
shall  be  no  default  entitling  the  Trustee  to  exercise  the 
rights  and  powers  conferred  by  Section  2 or  Section  3 
of  this  Article),  the  Company  with  the  consent  of  the 
Trustee  may  surrender  and  may  deliver  to  the  Trus- 
tee full  possession  of  the  whole  or  of  any  part  of 
the  mortgaged  premises,  and  may  authorize  the  Trus- 
tee to  collect  the  dividends  and  interest  on  all  shares 
of  stocks  and  obligations  subject  to  this  indenture, 
and  to  vote  upon,  and  to  give  any  consent  in  respect 
of,  all  such  shares  of  stock,  for  any  period  fixed  or 


62 


indefinite.  In  such  event  the  Trustee  shall  enter  upon 
the  mortgaged  premises  so  surrendered  and  delivered, 
and  shall  take  and  receive  possession  thereof,  for  such 
period,  fixed  or  indefinite  as  aforesaid,  without  preju- 
dice, however,  to  the  right  of  the  Trustee  at  any  time  sub- 
sequently, when  entitled  thereto  by  any  provision  hereof, 
to  insist  upon  maintaining  and  to  maintain  such  posses- 
sion, though  beyond  the  expiration  of  any  period  which 
shall  be  fixed  as  aforsaid ; and  the  Trustee,  entering  upon 
such  possession,  shall  work,  maintain,  use,  manage,  con- 
trol and  employ  the  mortgaged  premises  in  accordance 
with  the  provisions  of  this  indenture,  and  shall  receive 
and  apply  the  earnings,  income,  rents,  issues  and  profits 
thereof  as  provided  in  Section  2 of  this  Article.  Upon 
application  of  the  Trustee  and  with  the  consent  of  the 
Company,  if  then  there  be  no  event  of  default  continu- 
ing, and  without  such  consent  if  then  there  shall  be  such 
an  event  of  default  continuing,  a receiver  may  be  ap- 
pointed to  take  possession  of,  and  to  operate,  maintain 
and  manage,  the  whole  or  any  part  of  the  mortgaged 
premises,  and  the  Company  shall  transfer  and  deliver 
to  such  receiver  all  such  property,  wheresoever  the  same 
may  be  situated;  and  in  every  case,  when  a receiver  of 
the  whole  or  of  any  part  of  the  mortgaged  premises  shall 
be  appointed  under  this  Section,  or  otherwise,  the 
net  earnings,  income,  rents,  issues  and  profits  shall  be 
paid  over  to,  and  shall  be  received  by,  the  Trustee  for  the 
benefit  of  the  holders  of  the  bonds.  The  provisions  of 
this  Section,  however,  are  subject  to  the  exclusive 
right  of  the  Trustee  to  retain  possession  and  control  of 
any  stocks  and  obligations  and  cash  pledged  and  to  be 
pledged  under  this  indenture  with  the  Trustee. 


G3 


Section  18.  No  holder  of  any  bond  or  of  any  coupon 
appertaining  thereto  shall  have  any  right  to  institute  any 
suit,  action  or  proceeding  in  equity  or  at  law  for  the  fore- 
closure of  this  indenture  or  for  the  execution  of  any  trust 
hereeof  or  for  the  appointment  of  a receiver  hereunder  or 
for  any  other  remedy  hereunder,  unless  the  holders  of  not 
less  than  twenty-five  per  cent.  (25%)  in  principal  amount 
of  the  bonds  then  outstanding  shall  have  requested  the 
Trustee  in  writing  to  take  action  in  respect  of  the  matter 
complained  of  and  shall  have  afforded  to  it  a reasonable 
opportunity  either  to  proceed  to  exercise  the  powers 
hereinbefore  granted  or  to  institute  such  action,  suit  or 
proceeding  in  its  own  name;  nor  unless  also  such  bond- 
holders shall  have  offered  to  the  Trustee  security  and 
indemnity  satisfactory  to  the  Trustee  against  the  costs, 
expenses  and  liabilities  to  be  incurred  therein  or  thereby ; 
nor  unless  also  the  Trustee  shall  have  refused  or  neg- 
lected to  act  on  such  request ; and  such  request  and  offer 
of  indemnity  are  hereby  declared,  in  every  such  case,  at 
the  option  of  the  Trustee,  to  be  conditions  precedent  to 
the  execution  of  the  powers  and  trusts  of  this  indenture 
and  to  any  action  or  cause  of  action  for  foreclosure  or  for 
the  appointment  of  a receiver  or  for  any  other  remedy 
hereunder;  it  being  expressly  declared  and  intended  that 
no  one  or  more  holders  of  bonds  or  of  coupons  appertain- 
ing thereto  shall  have  any  right  in  any  manner  whatever 
to  affect,  disturb  or  prejudice  the  lien  of  this  indenture 
by  his  or  their  action,  or  to  enforce  any  right  hereunder, 
except  in  the  manner  herein  provided,  and  that  all  pro- 
ceedings hereunder,  at  law  or  in  equity,  shall  be  insti- 
tuted, had  and  maintained  in  the  manner  herein  pro- 
vided and  for  the  equal  benefit  of  all  holders  of  such 
outstanding  bonds  and  coupons.  All  rights  of  action 


64 


under  this  indenture  may  be  enforced  by  the  Trustee  with- 
out the  possession  of  any  of  the  bonds  or  of  any  of  the 
coupons  appertaining  thereto  or  the  production  thereof 
on  the  trial  or  other  proceedings  relative  thereto. 

Section  19.  Except  as  herein  otherwise  provided,  no 
remedy  herein  conferred  upon  or  reserved  to  the  Trustee 
or  to  the  holders  of  bonds  is  intended  to  be  exclusive  of 
any  other  remedy;  but  each  and  every  such  remedy  shall 
be  cumulative  and  shall  be  in  addition  to  every  other 
remedy  given  hereunder  or  now  or  hereafter  existing  at 
law  or  in  equity  or  by  statute,  and  every  power  and 
remedy  given  by  this  Article  to  the  Trustee  and  to  the 
bondholders,  respectively,  may  be  exercised,  from  time 
to  time  and  as  often  as  may  be  expedient,  by  the  Trustee 
or  by  the  bondholders,  respectively. 

Section  20.  No  delay  or  omission  of  the  Trustee  or 
of  any  holder  of  bonds  or  coupons  to  exercise  any  right 
or  power  accruing  on  the  happening  of  an  event  of  de- 
fault shall  impair  any  such  right  or  power  or  shall  be 
construed  to  be  a waiver  of  any  such  default  or  an  ac- 
quiescence therein. 

Section  21.  The  Company  covenants  that  in  case 

(1)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest  on  any  of  the  bonds, 
when  and  as  the  same  shall  have  become  payable 
as  therein  and  herein  expressed,  and  such  default 
shall  have  continued  for  a period  of  sixty  (60) 
days ; or 

(2)  default  shall  be  made  in  the  payment  of 
the  principal  of  any  of  the  bonds,  when  and  as  the 
same  shall  become  payable,  whether  at  maturity  or 


by  declaration  as  provided  in  Section  5 of  this  Ar- 
ticle or  upon  a sale  as  provided  in  Section  12  of 
this  Article; 

then,  upon  demand  of  the  Trustee,  the  Company  will  pay 
to  the  Trustee,  for  the  benefit  of  the  holders  of  bonds 
and  coupons  entitled  to  receive  such  principal  and  interest 
so  in  default,  the  whole  amount  that  then  shall  have  be- 
come due  and  payable  for  such  interest  or  principal  or 
both,  as  the  case  may  be,  with  interest  upon  the  overdue 
instalments  of  interest  at  the  rate  of  eight  per  cent.  (8%) 
per  annum;  and  in  case  the  Company  shall  fail  to  pay 
said  amount  so  due  and  unpaid  forthwith  upon  such  de- 
mand, the  Trustee,  in  its  own  name  and  as  the  trustee  of 
an  express  trust,  shall  be  entitled  to  recover  judgment 
therefor. 

The  Trustee  shall  be  entitled  to  recover  judg- 
ment as  aforesaid  either  before  or  after  or  during  the 
pendency  of  any  proceedings  for  the  enforcement  of  the 
lien  of  this  indenture,  and  the  right  of  the  Trustee  to 
recover  such  judgment  shall  not  be  affected  by  any  entry 
or  sale  hereunder  or  by  the  exercise  of  any  other  right, 
power  or  remedy  for  the  enforcement  of  the  provisions 
of  this  indenture  or  the  foreclosure  hereof;  and  in  case 
of  a sale  of  the  property  subject  to  the  lien  of  this  inden- 
ture and  of  the  application  of  the  proceeds  of  the  sale 
to  the  payment  of  the  debt  secured  by  this  indenture,  the 
Trustee,  in  its  own  name  and  as  trustee  of  an  express 
trust,  shall  be  entitled  to  enforce  payment  of  and  to 
receive  all  amounts  then  remaining  due  and  unpaid  upon 
any  and  all  of  the  bonds  and  coupons  then  outstanding, 
for  the  benefit  of  the  holders  thereof,  and  shall  be  entitled 
to  recover  judgment  for  any  portion  of  such  debt  remain- 
ing unpaid,  with  interest  at  the  rate  aforesaid.  No  re- 


66 


covery  of  any  such  judgment  by  the  Trustee  and  no  levy 
of  any  execution  under  any  such  judgment  upon  property 
subject  to  the  lien  of  this  indenture  or  upon  any  other 
property  shall  in  any  manner  or  to  any  extent  affect  the 
lien  of  this  indenture  upon  the  property  or  any  part  of 
the  property  subject  thereto  or  any  rights,  powers  or 
remedies  of  the  holders  of  bonds  and  coupons;  but  such 
lien  and  such  rights,  powers  and  remedies  of  the  Trustee 
and  of  the  holders  of  the  bonds  and  coupons  shall  continue 
unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  under 
this  Section  shall  be  applied  by  the  Trustee  towards 
payment  of  the  amounts  then  due  and  unpaid  upon  the 
bonds  and  coupons  in  respect  of  which  such  moneys  shall 
have  been  collected,  ratably  and  without  any  preference 
or  priority  of  any  kind  (except  as  provided  in  Section  1 
of  this  Article),  according  to  the  amounts  due  and 
payable  upon  such  bonds  and  coupons,  respectively,  at 
the  date  fixed  by  the  Trustee  for  the  distribution  of  such 
moneys,  upon  presentation  of  the  several  bonds  and  cou- 
pons and  stamping  such  payment,  thereon,  if  partly  paid, 
and  upon  surrender  thereof,  if  fully  paid. 

Section  22.  The  Trustee  shall  have  power  to  institute 
and  to  maintain  such  suits  and  proceedings  as  it  may  be 
advised  shall  be  necessary  or  expedient  to  restrain  the 
enforcement  of  or  compliance  with  or  the  observance  of 
any  legislative  or  other  governmental  enactment,  rule  or 
order  that  may  be  unconstitutional  or  otherwise  invalid, 
if  the  enforcement  of  or  compliance  with  or  observance 
of  such  enactment,  rule  or  order  would  impair  the  secur- 
ity hereunder  or  be  prejudicial  to  the  interests  of  the 
holders  of  the  bonds  and  coupons  or  of  the  Trustee. 


67 


ARTICLE  EIGHT. 

Immunity  of  Incorporators,  Stockholders,  Officers 
and  Directors. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of,  or  the  interest  on,  any  bonds  issued  under  this 
indenture,  or  for  any  claim  based  thereon,  or  otherwise 
in  respect  thereof  or  of  the  indebtedness  represented 
thereby  or  of  this  indenture,  against  any  incorporator, 
stockholder,  officer  or  director,  past,  present  or  future,  of 
the  Company  or  of  any  successor  to  it,  either  directly  or 
through  the  Company  or  any  successor,  whether  by  virtue 
of  any  constitution,  statute  or  rule  of  law  or  by  the  en- 
forcement of  any  assessment  or  penalty  or  otherwise;  it 
being  expressly  agreed  and  understood  that  this  inden- 
ture and  all  the  bonds  and  interest  obligations  issued 
hereunder  are  solely  corporate  obligations,  and  that  no 
personal  liability  whatever  shall  attach  to  or  is  incurred 
by,  any  incorporator,  stockholder,  officer  or  director,  past, 
present  or  future,  of  the  Company  or  of  any  successor  to 
it,  either  directly  or  through  the  Company  or  any  suc- 
cessor, because  of  the  incurring  of  the  indebtedness  here- 
by authorized  or  under  or  by  reason  of  any  of  the  obli- 
gations, covenants,  promises  or  agreements  contained  in 
this  indenture  or  in  any  of  the  bonds  or  coupons  issued 
hereunder  or  to  be  implied  herefrom  or  therefrom;  and 
that  any  and  all  personal  liability  of  every  name  and 
nature  of,  and  any  and  all  rights  and  claims  against, 
every  such  incorporator,  stockholder,  officer  or  director, 
whether  arising  at  law  or  in  equity,  or  created  by  statute 
or  constitution,  are  hereby  expressly  released  and  waived 
as  a condition  of,  and  as  part  of  the  consideration  for, 


68 


the  execution  of  this  indenture  and  the  issue  of  the  bonds 
and  interest  obligations. 


ARTICLE  NINE. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority. 

Section  1.  Any  request  or  other  instrument  required 
by  this  indenture  to  be  signed  and  executed  by  holders  of 
bonds  may  be  in  any  number  of  concurrent  instruments 
of  similar  tenor,  and  may  be  signed  or  executed  by  such 
holders  in  person  or  by  agent  appointed  in  writing. 
Proof  of  the  execution  of  any  such  request  or  other  in- 
strument or  of  a writing  appointing  any  such  agent,  and 
of  the  holding  by  any  person  of  bonds  transferable  by 
delivery,  shall  be  sufficient  for  any  purpose  of  this  inden- 
ture, and  may  be  received  as  conclusive  by  the  Trustee, 
if  made  in  accordance  with  the  provisions  of  this  Article. 

Section  2.  The  fact  and  date  of  the  execution  by  any 
person  of  any  such  request  or  other  instrument  or  writing 
may  be  proved  by  the  certificate  of  any  notary  public  or 
other  officer  authorized  to  take  acknowledgments  of  deeds 
to  be  recorded  in  the  State  of  Ohio  or  in  the  State  of  New 
York,  setting  forth  that  the  person  who  signed  such  re- 
quest or  other  instrument  or  writing  acknowledged  to  him 
the  execution  thereof,  or  by  an  affidavit  of  a witness  to 
such  execution. 

Section  3.  The  aggregate  amount  of  bonds  trans- 
ferable by  delivery  held  by  any  person  executing  any 
such  request  or  other  instrument  or  writing  as  the  holder 
thereof  and  the  distinctive  numbers  of  such  bonds  and 


the  date  of  his  holding  the  same  (which  holding  the 
Trustee  may  deem  to  continue  until  the  Trustee  shall  have 
received  notice  in  writing  to  the  contrary)  may  he  proved 
by  a certificate  executed  by  any  trust  company,  bank, 
bankers  or  other  depositary,  wherever  situated,  setting 
forth  that,  at  the  date  therein  mentioned,  such  person 
had  on  deposit  with  such  trust  company,  bank,  bankers 
or  other  depositary  the  bonds  described  in  such  certifi- 
cate; or  such  facts  may  be  proved  by  the  certificate  or 
affidavit  of  the  person  executing  such  request  or  other 
instrument  or  writing  as  the  holder  of  said  bonds,  if 
such  certificate  or  affidavit  shall  be  deemed  by  the  Trus- 
tee to  be  satisfactory. 

The  fact  and  date  of  execution  of  any  request  or 
other  instrument  or  writing  and  the  amount  and  num- 
ber of  bonds  held  by  the  person  executing  such  request 
or  other  instrument  or  writing  may  also  be  proved  in  any 
other  manner  which  the  Trustee  may  deem  sufficient. 

The  ownership  of  bonds  registered  as  to  principal 
shall  be  proved  by  the  registers  of  such  bonds. 

ARTICLE  TEN. 


Releases. 


Section  1.  From  time  to  time,  while  the  Company  is 
in  possession  thereof,  but  subject  to  the  conditions  and 
limitations  in  this  Article  prescribed,  and  not  other- 
wise, the  Company  may  sell  or  exchange  for  other  prop- 
erty and  the  Trustee,  when  thereunto  authorized  as  in 
Section  4 of  this  Article  provided,  shall  release  from 
the  lien  and  operation  of  this  indenture  any  part  of  the 
mortgaged  premises  which  the  Company  shall  not  deem 
necessary  or  advantageous  to  retain  in  its  business. 


7C 


Section  2.  The  Company  from  time  to  time,  while  in 
possession  of  the  mortgaged  premises,  shall  have  full 
power  in  its  discretion  to  dispose  of  any  portion  of  its 
equipment,  tools  and  appliances  at  the  time  subject  to 
the  lien  hereof  which  may  have  become  unserviceable 
and  shall  not  be  required  to  account  to  the  Trustee  there- 
for. Any  new  equipment,  tools  or  appliances  acquired 
by  the  Company  in  exchange  for  or  to  take  the  place  of 
those  so  disposed  of  shall  ipso  facto  become  and  be  sub- 
ject to  this  indenture,  as  fully  as  if  they  were  specifically 
described  in  the  granting  clauses. 

Section  3.  The  Company  may  sell  and,  subject  to  the 
conditions  and  limitations  in  this  Article  prescribed, 
the  Trustee  shall  release  from  the  lien  of  this  indenture 
any  of  the  shares  of  stock  or  obligations  at  the  time 
pledged  under  this  indenture,  provided 

(a)  that,  except  as  otherwise  provided  in  Sec- 
tion 3 of  Article  Six  hereof,  no  shares  of  stock 
of  any  corporation  shall  be  so  released,  unless  all 
shares  of  stock  of  such  corporation  pledged  under 
this  indenture  shall  be  so  released  at  the  same 
time;  and 

( b ) that,  except  as  otherwise  expressly  pro- 
vided in  this  indenture,  no  obligations  shall  be  so 
released,  unless  all  obligations  of  the  same  issue 
pledged  under  this  indenture  shall  be  so  released 
at  the  same  time. 

Section  4.  All  action  on  the  part  of  the  Trustee  called 
for  by  this  Article  in  respect  of  the  release  of  prop- 
erty subject  to  the  lien  of  this  indenture  shall  be  re- 
quested by  resolution  of  the  board  of  directors  of  the 
Company.  The  Company,  when  requesting  any  such  ac- 
tion hereunder,  shall  file  with  the  Trustee  a copy  of  said 


71 


resolution,  certified  under  its  corporate  seal  by  its  Secre- 
tary or  one  of  its  Assistant  Secretaries,  and  also  a certifi- 
cate signed  by  its  President  or  one  of  its  Vice-Presi- 
dents and  by  its  Treasurer  or  Comptroller  or  Auditor  or 
other  chief  accounting  officer  which  shall  set  forth,  in  so 
far  as  pertinent  to  the  action  requested 

(a)  a description  of  the  property  of  the  Com- 
pany a release  of  which  is  requested ; 

( b ) the  selling  price  of  the  property  the  re- 
lease of  which  is  requested,  and  a description  of 
the  property,  if  any,  to  be  received  in  exchange 
therefor  or  partial  exchange  therefor ; 

(c)  that  the  fair  value  of  the  property  of  the 
Company  the  release  of  which  is  requested  is  not 
greater  than  the  price  at  which  the  same  is  to  be 
sold  or  the  fair  value  of  the  property  to  be  received 
in  exchange; 

( d ) that  it  is  not  necessary  or  advantageous 
to  retain  in  the  business  the  property  the  release 
of  which  is  requested  and  that  the  effect  of  the  re- 
lease of  such  property  and  the  substitution  there- 
for of  the  property,  if  any,  to  be  received  in  ex- 
change will  not  be  to  diminish  or  impair  the  op- 
erating efficiency  of  the  properties  of  the  Company 
as  a whole ; and 

(e)  such  matters  as  it  shall  be  necessary  to 
establish  in  order  to  show  that  the  release  of  or 
other  dealing  with  the  property  forming  the  sub- 
ject of  such  request  is  not  inconsistent  with  the 
provisions  and  restrictions  of  this  Article. 

Such  resolution  and  certificate  may  be  received  by  the 
Trustee  as  conclusive  evidence  of  all  the  facts  mentioned 
in  this  Article  required  to  be  established  in  order  to 
authorize  the  action  sought  in  respect  of  any  property 
forming  the  subject  of  such  resolution  and  certificate  and 


shall  be  full  warrant  to  the  Trustee  for  any  action  taken 
on  the  faith  thereof;  but,  in  its  discretion,  the  Trustee 
may,  in  respect  of  property  forming  part  of  the  trust 
estate,  require  at  the  cost  and  expense  of  the  Company 
such  further  and  additional  evidence,  by  appraisal  of 
the  property  sought  to  be  released  or  otherwise,  as  to 
the  Trustee  may  seem  reasonable. 

Section  5.  The  net  proceeds  of  any  and  all  sales 
pursuant  to  this  Article  of  property  subject  to  the  lien 
of  this  indenture  (except  as  permitted  in  Section  2 of 
this  Article)  and  all  moneys  received  as  compensation 
for  the  expropriation  of  property  subject  to  the  lien  of 
this  indenture  shall  be  deposited  with  the  Trustee.  Ex- 
cept to  the  extent  that  new  property  shall  be  received  in 
exchange  for  property  a release  of  which  is  requested,  the 
selling  price  of  all  property  released  under  the  provi- 
sions of  this  Article  shall  be  paid  in  cash,  provided,  how- 
ever, that  not  exceeding  sixty  per  cent.  (60%)  of  the 
selling  price  of  any  coal  lands  or  any  unimproved  land 
at  any  time  released  hereunder  may  be  paid  through  the 
execution  and  delivery  of  notes  or  other  obligations  of 
the  purchaser  secured  in  the  opinion  of  counsel  (who 
may  be  of  counsel  for  the  Company)  by  purchase  money 
first  mortgage  on  said  coal  lands  or  unimproved  land, 
which  notes  or  other  obligations,  together  with  the  secur- 
ity therefor,  shall  be  assigned  to  and  pledged  with  the 
Trustee  under  this  indenture.  Any  new  property  ac- 
quired by  the  Company  to  take  the  place  of  any  property 
released  hereunder  ipso  facto  shall  become  and  be  sub- 
ject to  this  indenture  as  fully  as  if  specifically  mort- 
gaged or  conveyed  hereby ; but  the  Company  will  convey 
and  assign  the  same  to  the  Trustee  by  appropriate  deeds 


73 


or  other  instruments  upon  the  trusts  and  for  the  purposes 
of  this  indenture,  and  will  cause  such  instruments  to  be 
recorded  and  filed  in  such  manner  as  appropriately  to 
secure  and  continue  the  lien  of  this  indenture  on  said 
new  property. 

Section  6.  Any  moneys  received  by  the  Trustee  pur- 
suant to  any  of  the  provisions  of  this  indenture,  the  dis- 
position of  which  is  not  otherwise  in  this  indenture  spe- 
cifically provided  for,  shall  be  held  by  the  Trustee  and  if 
none  of  the  events  of  default  specified  in  Section  2 of 
Article  Seven  hereof  shall  have  happened  and  be  con- 
tinuing, may,  from  time  to  time,  at  the  election  of  the 
Company, 

(a)  be  paid  over  by  the  Trustee  to  the  Com- 
pany to  reimburse  expenditures  (which  have  not 
been  charged,  and  are  not,  according  to  approved 
accounting  methods,  chargeable,  to  operating  ex- 
penses), not  otherwise  reimbursed,  made  by  the 
Company  after  the  execution  of  this  indenture  and 
not  more  than  three  years  prior  to  the  receipt  of 
such  moneys  by  the  Trustee,  for  enlargements,  ad- 
ditions, extensions  or  betterments  to  or  of  its 
properties,  upon  receipt  by  the  Trustee  of  (1)  a 
certificate  signed  by  the  President  or  a Vice-Presi- 
dent of  the  Company  and  its  Treasurer,  setting 
forth,  in  form  satisfactory  to  the  Trustee,  the  per- 
tinent facts  and  particularly  the  amount  of  each 
such  expenditure  and  the  date  thereof,  that  the 
amount  of  such  expenditure  was  not  in  excess  of 
the  fair  value,  at  the  time  of  the  acquisition  there- 
of, of  the  enlargement,  addition,  extension  or  bet- 
terment acquired  by  means  of  such  expenditure, 
that  such  expenditure  has  not  been  charged,  and  is 
not  according  to  approved  accounting  methods 
chargeable,  to  operating  expenses,  and  has  not 


74 


otherwise  been  reimbursed,  and  the  nature  and  lo- 
cation of  the  enlargement,  addition,  extension  or 
betterment  as  the  case  may  be,  and  (2)  a copy  of 
a resolution  of  the  board  of  directors  of  the  Com- 
pany certified  by  its  Secretary,  requesting  such 
payment,  or 

( b ) be  applied  by  the  Trustee,  at  the  written 
request  of  the  Company,  so  far  as  it  is  able,  to  the 
purchase  of  bonds,  at  a price  or  prices  not  exceed- 
ing one  hundred  seven  and  one-half  per  cent. 
(107^2%)  °f  the  principal  amount  thereof  (exclu- 
sive of  current  interest  accrued  at  the  time  of 
purchase,  which  the  Company  shall  provide) ; any 
bonds  so  purchased,  together  with  all  appurtenant 
coupons,  forthwith  to  be  cancelled  and,  on  its  writ- 
ten demand,  delivered  to  the  Company. 

Section  7.  In  no  event  shall  any  purchaser  or  pur- 
chasers of  any  property  sold  or  disposed  of  under  any 
provision  of  this  Article  be  required  to  see  to  the  appli- 
cation of  the  purchase  money. 

Section  8.  In  case  the  mortgaged  premises  or  any 
part  thereof  shall  be  in  the  possession  of  a receiver  law- 
fully appointed,  the  powers  in  and  by  this  Article  con- 
ferred upon  the  Company  may  be  exercised  by  such  re- 
ceiver, with  the  approval  of  the  Trustee,  in  respect  of 
the  property  in  the  possession  of  such  receiver,  and  if  the 
Trustee  shall  be  in  possession  of  the  mortgaged  premises 
under  any  provision  of  this  indenture,  then  all  the  powers 
of  this  Article  conferred  upon  the  Company  may  be 
exercised  by  the  Trustee  in  its  discretion. 


75 


ARTICLE  ELEVEN. 

Consolidation,  Merger  and  Sale. 

Section  1.  Nothing  in  this  indenture  shall  prevent 
the  consolidation  of  the  Company  with,  or  the  merger  of 
the  Company  into,  or  the  sale  by  the  Company  of  its  prop- 
erty as  an  entirety  to,  any  other  corporation.  Any  suc- 
cessor corporation  formed  by  any  such  consolidation,  or 
the  corporation  into  which  the  Company  shall  be  merged, 
shall,  as  a part  of  such  consolidation  or  merger  and  as 
a condition  thereof,  expressly  assume  the  due  and  punc- 
tual payment  of  the  principal  and  interest  of  all  the  bonds 
and  the  observance  and  performance  of  all  the  covenants 
and  conditions  of  this  indenture  on  the  part  of  the  Com- 
pany; and,  as  a condition  of  any  sale  of  the  property  of 
the  Company  as  an  entirety,  the  corporation  to  which 
such  property  shall  be  sold  as  an  entirety  shall,  as  a 
part  of  the  purchase  price  thereof,  assume  the  due  and 
punctual  payment  of  the  principal  and  interest  of  all  the 
bonds  and  the  observance  and  performance  of  all  the 
covenants  and  conditions  of  this  indenture  on  the  part 
of  the  Company.  Any  successor  corporation  formed  by 
any  such  consolidation  or  any  corporation  into  which 
the  Company  shall  be  merged  shall  at  the  time  of  such 
consolidation  or  merger  and  any  such  purchasing  cor- 
poration, simultaneously  with  the  delivery  to  it  of  the 
conveyances  pursuant  to  such  sale,  shall  execute  and 
deliver  to  the  Trustee  a proper  indenture,  in  form  satis- 
factory to  the  Trustee,  whereby  such  corporation  shall 
so  assume  the  due  and  punctual  payment  of  the  princi- 
pal and  interest  of  all  the  bonds  and  the  observance  and 
performance  of  all  said  covenants  and  conditions  on  the 
part  of  the  Company,  and  the  corporation  formed  by 


76 


such  consolidation,  or  into  which  such  merger  or  to  which 
such  sale  shall  have  been  made,  thereupon  shall  succeed 
to  and  be  substituted  for  the  Company,  with  the  same 
effect  as  if  it  had  been  named  herein  as  a party  hereto. 

Section  2.  For  every  purpose  of  this  indenture,  in- 
cluding the  execution,  issue  and  use  of  any  and  all  the 
bonds,  the  term  ‘ ‘ Company  ’ ’ includes  and  means  not  only 
said  The  Central  Steel  Company,  but  also  any  such  cor- 
poration successor  to  it.  Every  successor  corporation 
shall  possess,  and  from  time  to  time  may  exercise,  each 
and  every  right  and  power  hereunder  of  its  predecessor 
corporation,  in  its  name  or  otherwise,  and  any  act  or 
proceeding  by  any  provision  of  this  indenture  required 
to  be  done  or  performed  by  any  board  or  officer  of  such 
predecessor  corporation  may  be  done  and  performed 
with  like  force  and  effect  by  the  like  board  or  officer  of 
any  corporation  that  shall  at  the  time  be  such  lawful 
successor.  Nevertheless,  before  the  exercise  of  the  pow- 
ers conferred  by  this  Article,  the  Company,  by  one  or 
more  instruments  in  writing  executed  by  authority 
of  two-thirds  of  its  board  of  directors  and  delivered  to 
the  Trustee,  may  surrender  any  of  the  powers  reserved 
to  the  Company  or  to  any  such  successor  corporation,  and 
thereupon  such  power  so  surrendered  shall  terminate. 


ARTICLE  TWELVE. 

Concerning  the  Trustee. 

Section  1.  The  Trustee  accepts  the  trusts  of  this  in- 
denture and  agrees  to  execute  them  upon  the  following 
terms  and  conditions,  to  which  the  parties  hereto  and  the 
holders  of  the  bonds  agree : 


77 


(a)  The  Trustee  shall  not  be  responsible  for 
the  recording,  registration,  filing  or  refiling  of  this 
indenture  or  of  any  supplemental  indenture  or  of 
any  instrument  of  further  assurance  or  of  any  deed 
or  mortgage  which  it  may  hereafter  receive  as 
hereinabove  provided,  as  a mortgage  of  real  estate 
or  otherwise,  or  for  the  renewing  of  the  lien  hereof 
or  thereof  or  for  the  affixing  or  cancellation  of  any 
revenue  stamps;  nor  shall  the  Trustee  be  under 
any  duty  to  give  notice  to  anybody  of  this  or  of  any 
such  other  indenture  or  instrument,  or  of  any  in- 
strument or  assignment  or  pledge  supplementing 
this  indenture. 

( b ) The  Trustee  shall  be  entitled  to  reasonable 
compensation  for  all  services  rendered  by  it  in  the 
execution  of  the  trust  hereby  created,  and  such 
compensation,  as  well  as  all  expenses  properly 
incurred,  or  disbursed  by  the  Trustee  hereunder, 
the  Company  agrees  to  pay  promptly  from  time  to 
time  as  such  services  are'  rendered.  The  Company 
will  indemnify  the  Trustee  against  any  liability 
or  damages  incurred  or  sustained  by  it  in  any 
action  lawfully  taken  by  the  Trustee  under  this 
indenture. 

(c)  The  recitals  and  statements  in  this  inden- 
ture and  those  in  the  bonds  and  coupons  contained 
shall  not  be  considered  as  made  by  or  as  imposing 
any  obligation  or  liability  upon  the  Trustee,  nor 
shall  the  Trustee  be  held  responsible  for  the  legal- 
ity or  validity  of  this  indenture  or  of  said  bonds 
or  coupons  or  of  any  supplemental  indenture  or 
any  instrument  of  further  assurance. 

( d ) Unless  and  until  the  Trustee  shall  have 
received  written  notice  to  the  contrary  from  the 
holders  of  not  less  than  ten  per  cent.  (10%)  in 


78 


amount  of  the  bonds  from  time  to  time  outstand- 
ing, the  Trustee  may  for  all  the  purposes  of  this 
indenture  assume  that  no  default  has  been  made 
in  the  payment  of  any  of  the  bonds  or  of  the  inter- 
est thereon ; that  no  default  has  been  made  in  the 
observance  or  performance  of  any  of  the  covenants 
contained  in  the  bonds  or  in  this  indenture;  that 
the  Company  is  not  in  default  under  this  inden- 
ture ; and  that  none  of  the  events  of  default  has 
happened. 

(e)  The  Trustee  shall  not  be  under  any  obli- 
gation to  take  any  action  toward  the  execution  or 
enforcement  of  the  trusts  by  this  indenture  cre- 
ated which,  in  its  opinion,  will  be  likely  to  involve 
it  in  expense  or  liability,  unless  one  or  more  of  the 
holders  of  the  bonds  shall,  as  often  as  required  by 
the  Trustee,  furnish  security  and  indemnity  to  the 
Trustee  to  its  satisfaction  against  such  expense  or 
liability ; nor  shall  the  Trustee  be  required  to  take 
notice  of  any  default  hereunder  unless  notified  in 
writing  of  such  default  by  the  holders  of  bonds 
then  outstanding  in  the  amount  specified  in  the 
next  preceding  clause  (d) ; or  to  take  any  action 
in  respect  of  any  such  default,  unless  requested 
by  an  instrument  in  writing  signed  by  the  holders 
of  not  less  than  twenty-five  per  cent.  (25%)  in 
principal  amount  of  the  bonds  then  outstanding 
nor  unless  tendered  security  and  indemnity 
as  aforesaid,  anything  herein  contained  to  the  con- 
trary notwithstanding;  but  neither  any  such  no- 
tice or  request,  nor  this  provision  therefor,  shall 
affect  any  discretion  herein  given  to  the  Trustee 
to  determine  whether  or  not  the  Trustee  shall  take 
action  in  respect  to  such  default,  or  to  take  action 
without  such  request. 

(/)  The  Trustee  shall  incur  no  liability  to  any- 
body in  acting  upon  any  notice,  request,  consent, 
certificate,  note,  bond,  document  or  paper  believed 


79 


by  it  to  be  genuine  and  to  have  been  signed  by  the 
proper  person. 

( g ) The  Trustee  may  advise  with  counsel 
to  be  selected  and  employed  by  it  and  the  reason- 
able expenses  therefor  shall  be  paid  by  the  Com- 
pany, and  the  Trustee  shall  not  be  liable  for  any- 
thing done  or  suffered  in  good  faith  by  it  in  ac- 
cordance with  the  opinion  of  such  counsel. 

( h ) The  Trustee  makes  no  covenant  or  repre- 
sentation respecting  the  rights  of  the  holders  of 
any  of  the  bonds  or  coupons  or  the  title  or  interest 
of  the  Company  in  or  to  the  mortgaged  premises, 
or  respecting  the  validity  of  any  assignment  under 
which  any  securities  held  hereunder  were  acquired 
by  the  Company  or  assigned  to  the  Trustee,  or  re- 
specting the  sufficiency  of  the  security  afforded  by 
the  trust  estate. 

( i ) The  Trustee  shall  be  under  no  duty  or  lia- 
bility in  respect  to  any  tax  which  may  be  assessed 
against  the  Company  or  the  Trustee,  or  against  the 
owners  of  the  bonds  or  coupons  in  respect  to  their 
interest  in  the  trust  estate;  nor  shall  the  Trustee 
be  under  any  duty  to  pay,  or  see  to  the  payment 
of,  such  tax,  or  to  take  any  notice  of  the  assessment 
thereof  or  to  give  any  notice  thereof  to  the  holders 
of  the  bonds  or  coupons  or  to  any  other  person; 
nor  shall  the  Trustee  be  under  any  duty  to  accept 
any  assignment  or  pledge  to  be  given  under  any 
of  the  provisions  of  this  indenture,  or  to  do  any  act 
which  shall  necessitate  the  acceptance  by  it  of  such 
assignment  or  pledge,  if  the  acceptance  thereof 
shall  impose  any  liability  upon  it  to  see  to  the 
payment  of  any  such  tax;  and  for  any  expense  or 
liability  which  the  Trustee  may  incur  by  reason 
of  or  growing  out  of  any  such  tax  the  Company 
promptly  shall  reimburse  the  Trustee. 

(j)  The  trust  estate  shall  be  primarily  liable 
to  third  persons  for  all  debts  lawfully  contracted 


80 


by  the  Trustee  and  for  all  damages  to  persons  or 
property  injured  and  for  salaries  and  for  non- 
performance of  contracts,  and  for  all  other  obli- 
gations and  liabilities  and  torts  arising  during  any 
period  wherein  the  Trustee  shall  manage  the  mort- 
gaged premises  or  any  part  of  them,  upon  entry 
or  voluntary  surrender  as  aforesaid  or  otherwise. 

( k ) The  Trustee  shall  not  be  answerable  for 
any  default  or  misconduct  of  any  agent  or  attor- 
ney appointed  in  pursuance  hereof,  if  such  agent 
or  attorney  shall  have  been  selected  with  reason- 
able care. 

(l)  Any  moneys  received  by  the  Trustee  under 
any  provision  of  this  indenture  may  be  treated  by 
it,  until  it  is  required  to  pay  out  the  same  con- 
formably herewith,  as  a deposit,  without  any  lia- 
bility for  interest  save  such  as  during  that  time  it 
shall  agree  with  the  Company  to  pay  thereon,  or, 
in  the  absence  of  any  agreement  in  that  regard, 
such  as  it  shall  customarily  pay  on  customers’  de- 
posit accounts  of  like  character,  time  or  call  as  the 
case  may  be.  So  long  as  none  of  the  events  of 
default  shall  be  subsisting  all  interest  allowed  by 
the  Trustee  as  aforesaid  shall  be  paid  from  time 
to  time  to  the  Company  upon  the  order  of  its 
President  or  one  of  its  Vice-Presidents  and  its 
Treasurer  or  one  of  its  Assistant  Treasurers. 

(m)  The  Trustee  may  become  the  owner  of 
bonds  and  coupons  with  the  same  rights  which  it 
would  have  if  not  Trustee. 

(n)  Whenever  in  this  indenture  the  existence 
of  any  fact,  situation,  matter  or  conclusion  of  any 
character,  or  the  sufficiency  or  validity  of  any  in- 
strument, paper  or  proceeding,  or  of  any  proof  or 
evidence  of  any  fact  shall  be  prescribed  as  a con- 
dition of,  or  in  any  manner  with  respect  to,  any 
action  or  proceeding  on  the  part  of  the  Trustee,  or 
shall  be  deemed  necessary  or  convenient  to  be  as- 


81 


certained  by  the  Trustee,  except  as  herein  other- 
wise expressly  provided,  a certificate  signed  by  the 
President  or  one  of  the  Vice-Presidents  and  also  by 
the  Treasurer  or  one  of  the  Assistant  Treasurers 
of  the  Company  shall,  in  the  discretion  of  the  Trus- 
tee, be  sufficient  evidence  of  any  such  fact,  situa- 
tion, matter  or  conclusion ; and  for  the  purposes  of 
this  indenture  the  fact  of  the  adoption  of  a resolu- 
tion by  the  board  of  directors  of  the  Company  or  by 
its  stockholders  shall  be  sufficiently  evidenced  to 
the  Trustee  by  the  certificate  of  the  Secretary  or 
one  of  the  Assistant  Secretaries  of  the  Company 
under  its  corporate  seal.  Any  such  certificate  shall 
be  complete  protection  to  the  Trustee  for  any  act 
done  or  suffered  by  it  upon  the  faith  thereof,  ex- 
cept where  other  evidence  is  heretofore  specifically 
prescribed,  but  the  Trustee  in  its  reasonable  dis- 
cretion may  require  other  evidence. 

(o)  The  Company  does  hereby  authorize  and 
empower  the  Trustee,  if  it  shall  so  elect,  to  do  all 
things  provided  to  be  done  by  a mortgagee  under 
the  Act  of  the  General  Assembly  of  the  State  of 
Ohio  passed  May  27,  1915,  and  approved  June  5, 
1915,  or  other  similar  law  relative  to  mechanics’ 
liens. 

Section  2.  Any  trustee  at  the  time  acting  under  this 
indenture  may  resign  and  may  be  discharged  of  the  trusts 
created  by  this  indenture  by  giving  notice,  specifying  the 
date  when  such  resignation  shall  take  effect,  to  the  Com- 
pany in  writing  and  to  the  bondholders  by  publication  at 
least  twice  a week  for  four  successive  weeks  in  two  news- 
papers, one  published  in  the  Borough  of  Manhattan,  in 
the  City  of  New  York,  and  one  published  in  the  City  of 
Cleveland,  in  the  State  of  Ohio.  Such  resignation  shall 
take  effect  on  the  day  specified  in  such  notice — which 
shall  not  be  less  than  forty  days  after  the  first  publication 


82 


of  such  notice — unless  previously  a successor  trustee 
shall  have  been  appointed  as  hereinafter  provided,  and, 
in  that  event  such  resignation  shall  take  effect  immedi- 
ately upon  the  appointment  of  such  successor.  Any  trus- 
tee hereunder  may  be  removed  at  any  time  by  an  instru- 
ment in  writing  under  the  hands  of  two-thirds  in  prin- 
cipal amount  of  the  holders  of  the  bonds  then  outstand- 
ing. Upon  resignation  or  removal,  any  trustee  shall  be 
entitled  to  the  payment  of  reasonable  compensation  for 
the  services  rendered  by  such  trustee  in  the  management 
of  the  trusts  created  by  this  indenture. 

Section  3.  Any  company  into  which  the  Trustee  may 
be  merged  or  which  may  be  formed  by  any  consolidation 
to  which  the  Trustee  shall  be  a party,  provided  such  com- 
pany shall  be  a corporation  organized  under  the  laws  of 
the  State  of  Ohio,  having  a capital  and  surplus  aggre- 
gating at  least  $2,000,000,  and  shall  have  an  office  and  do 
business  in  the  City  of  Cleveland,  in  the  State  of  Ohio, 
shall  succeed  as  and  be  the  trustee  under  this  indenture 
without  the  execution  or  filing  of  any  paper  or  any  fur- 
ther act  on  the  part  of  any  of  the  parties  hereto,  any- 
thing herein  to  the  contrary  notwithstanding.  In  case 
any  of  the  bonds  issuable  under  this  indenture  shall  have 
been  authenticated,  but  not  delivered,  any  successor  trus- 
tee hereunder  may  adopt  the  certificate  of  authentication 
of  any  predecessor  trustee  hereunder,  and  deliver  the 
bonds  so  authenticated;  and,  in  case  any  of  the  bonds 
issuable  hereunder  shall  not  have  been  authenticated, 
any  successor  trustee  hereunder  may  authenticate  such 
bonds  in  its  own  name,  and  in  all  such  cases  such  authen- 
tication shall  have  the  same  force  and  effect  as  the  au- 
thentication of  the  Trustee  named  as  the  party  of  the 
second  part  to  this  indenture  shall  have. 


83 


Section  4.  In  case  at  any  time  any  trustee  or  trustees 
shall  resign  or  be  removed  or  otherwise  shall  become  in- 
capable of  acting,  or  in  case  a vacancy  or  vacancies  shall 
arise  in  the  trusteeship  from  any  cause,  a successor  or 
successors  may  be  appointed  by  the  holders  of  a majority 
in  principal  amount  of  the  bonds  then  outstanding,  by  an 
instrument  or  concurrent  instruments  signed  by  such 
holders  or  their  attorneys  in  fact  duly  authorized;  but 
until  a successor  trustee  or  trustees  shall  be  appointed 
by  the  bondholders  as  herein  authorized,  the  Company, 
by  an  instrument  executed  by  order  of  its  board  of  direc- 
tors, may  appoint  a successor  trustee  or  trustees  to  fill 
such  vacancy  or  vacancies.  After  any  such  appointment 
by  the  Company,  it  shall  publish  notice  of  such  appoint- 
ment once  a week  for  four  successive  weeks  in  two  news- 
papers, one  published  in  the  Borough  of  Manhattan,  in 
the  City  of  New  York,  and  one  published  in  the  City  of 
Cleveland,  in  the  State  of  Ohio,  but  any  new  trustee  so 
appointed  by  the  Company  shall  immediately  and  with- 
out further  act  be  superseded  by  a trustee  appointed  in 
the  manner  above  provided  by  the  holders  of  a majority 
in  principal  amount  of  the  bonds  then  outstanding,  if 
such  appointment  by  such  bondholders  be  made  prior  to 
the  expiration  of  one  year  after  the  completion  of  such 
publication  of  notice  of  appointment  by  the  Company. 
Every  trustee  appointed  in  succession  to  the  Trustee 
named  as  the  party  of  the  second  part  to  this  indenture 
shall  be  a bank  or  trust  company  in  good  standing  hav- 
ing an  office  and  doing  business  in  the  State  of  Ohio  or 
in  the  City  of  New  York,  and  having  a capital  and  sur- 
plus aggregating  at  least  $2,000,000. 

Section  5.  Any  new  trustee  appointed  hereunder 
shall  execute,  acknowledge  and  deliver  to  the  Company 


84 


an  instrument  accepting  such  appointment  hereunder, 
and  thereupon  such  new  trustee,  without  any  further  act, 
deed  or  conveyance  shall  become  vested  with  all  the  es- 
tates, properties,  rights,  powers  and  trusts  of  its  prede- 
cessor in  the  trusts  hereunder  with  like  effect  as  if  orig- 
inally named  as  trustee  herein;  but  nevertheless  on  the 
written  request  of  the  Company  or  of  the  successor  trus- 
tee, the  trustee  ceasing  to  act  shall  execute  and  deliver  an 
instrument  transferring  to  such  successor  trustee,  upon 
the  trusts  herein  expressed,  all  the  estates,  properties, 
rights,  powers  and  trusts  of  the  trustee  ceasing  to  act, 
and  shall  duly  assign,  transfer  and  deliver  any  other 
property  and  moneys  held  under  this  indenture  by  such 
trustee  ceasing  to  act  to  the  successor  trustee  so  ap- 
pointed in  its  place.  Should  any  deed,  conveyance  or 
instrument  in  writing  from  the  Company  be  required  by 
any  successor  trustee  for  more  fully  and  certainly  vesting 
in  and  confirming  to  such  successor  trustee  such  estates, 
properties,  rights,  powers  and  trusts,  then  on  written 
request,  any  and  all  such  deeds,  conveyances  and  instru- 
ments in  writing  shall  be  made,  executed,  acknowledged 
and  delivered  by  the  Company. 

ARTICLE  THIRTEEN. 

Possession  Until  Default.  Defeasance  Clause. 

Section  1.  Until  the  happening  of  one  of  the  events 
of  default  specified  in  Section  2 of  Article  Seven  hereof, 
the  Company,  its  successors  and  assigns,  shall  be  suffered 
and  permitted  to  retain  actual  possession  of  all  the  mort- 
gaged premises,  and  to  manage,  operate  and  use  the 
same  and  every  part  thereof,  with  the  rights  and  fran- 


85 


chises  appertaining  thereto,  and  to  collect,  receive,  take, 
use  and  enjoy  the  rents,  earnings,  income,  issues  and 
profits  thereof. 

Section  2.  If,  when  the  bonds  shall  have  become  due 
and  payable,  the  whole  amount  of  the  principal  of,  and 
interest  upon,  all  of  said  bonds  shall  be  paid,  or  provi- 
sion made  for  such  payment  by  depositing  with  the  Trus- 
tee for  the  payment  of  such  principal  and  interest  the 
amount  thereof,  and  all  other  sums  payable  hereunder 
by  the  Company  shall  be  duly  paid  or  provision  as  afore- 
said made  for  the  payment  thereof,  then  and  in  that  case 
at  the  election  of  the  Company  all  property,  rights  and 
interests  hereby  conveyed,  assigned  or  pledged  shall  re- 
vert to  the  Company,  its  successors  or  assigns,  and  the 
estate,  right,  title  and  interest  of  the  Trustee  therein 
shall  thereupon  cease,  determine  and  become  void;  and 
the  Trustee  in  such  case,  on  demand  of  the  Company, 
its  successors  or  assigns,  and  at  its  cost  and  expense, 
shall  enter  satisfaction  of  this  indenture  upon  all  records 
where  it  shall  be  recorded,  and  shall  assign  and  transfer, 
or  cause  to  be  assigned  and  transferred,  and  shall  deliver 
or  cause  to  be  delivered  to  the  Company,  all  property, 
including  stocks  and  obligations  and  money  then  held  by 
the  Trustee;  otherwise,  the  same  shall  be,  continue  and 
remain  in  full  force  and  virtue ; provided,  however,  that 
if  any  such  property  shall  have  been  delivered  to  the 
Trustee  by  any  person  or  corporation  as  provided  in 
clause  D of  the  granting  clauses  of  this  indenture,  the 
same  shall  be  delivered  or  otherwise  disposed  of  in  ac- 
cordance with  any  reservations,  limitations,  conditions 
or  provisions  which  may  have  been  set  forth  in  the  in- 
strument in  writing  then  executed,  if  any,  respecting  the 
use,  management  or  disposition  thereof. 


86 


ARTICLE  FOURTEEN. 

Parties  in  Interest. 

Nothing  in  this  indenture  expressed  or  implied  is  in- 
tended or  shall  be  construed  to  confer  upon  or  to  give 
to  any  person  or  corporation,  other  than  the  parties 
hereto,  their  respective  successors  and  assigns,  and  the 
holders  of  the  bonds  and  coupons,  any  right,  remedy  or 
claim  under  or  by  reason  of  this  indenture  or  any  cove- 
nant, condition  or  stipulation  hereof;  and  all  the  cove- 
nants, stipulations,  promises  and  agreements  in  this  in- 
denture contained  by  or  on  behalf  of  either  party  shall 
be  for  the  sole  and  exclusive  benefit  of  the  other  party 
hereto,  its  successors  and  assigns,  and  of  the  holders  of 
the  bonds  and  coupons. 


ARTICLE  FIFTEEN. 

General  Provisions. 

Section  1.  All  the  covenants,  stipulations,  promises 
and  agreements  in  this  indenture  contained,  by  or  on  be- 
half of  the  party  of  the  first  part,  shall  bind  its  successors 
and  assigns,  whether  so  expressed  or  not. 

Section  2.  All  demands,  notices  or  requests  provided 
to  be  made  or  served  upon  the  Company  under  any  of 
the  provisions  of  this  indenture  shall  be  deemed  to  be 
sufficiently  made  or  served  if  sent  by  mail  addressed  to 
The  Central  Steel  Company,  Massillon,  Ohio,  or  to  such 
address  as  may  hereafter  be  certified  in  writing  by  the 
Company  to  the  Trustee. 


87 


Section  3.  As  used  in  this  indenture,  except  when 
otherwise  indicated,  the  word  “Trustee,”  or  any  other 
equivalent  term,  shall  be  held  and  construed  to  mean 
The  Cleveland  Trust  Company,  of  Cleveland,  Ohio,  or  its 
successor  for  the  time  being  in  the  trusts  hereby  created ; 
the  words  “office  of  the  Trustee”  shall  be  held  and  con- 
strued to  mean  the  principal  office  of  The  Cleveland  Trust 
Company  in  the  City  of  Cleveland,  Ohio,  or  the  principal 
office  of  its  successor  for  the  time  being;  the  words 
“trust  estate”  shall  include  property  of  every  kind 
subject  to  the  lien  of  this  indenture,  including  stocks 
and  obligations  and  any  and  all  moneys  held  hereunder 
as  part  of  the  trust  estate;  the  word  “bondholder”  shall 
be  held  and  construed  to  mean  the  holder  of  one  or  more 
bonds  issued  hereunder;  the  words  “bond”  and  “bond- 
holder” shall  include  the  plural  as  well  as  the  singular 
number;  the  word  “coupons”  refers  to  the  interest  cou- 
pons appertaining  to  the  bonds  issued  hereunder;  and 
the  word  “person”  used  with  reference  to  a bondholder 
shall  include  partnerships,  associations  or  corporations 
owning  any  of  said  bonds.  The  term  “subsidiary”  as 
used  throughout  this  indenture  shall  he  held  and  con- 
strued to  mean  a corporation  more  than  fifty  per  cent. 
(50%)  of  whose  capital  stock  shall  be  owned  by  the 
Company  either  at  the  date  hereof  or  at  any  time  here- 
after, while  any  of  the  bonds  shall  be  outstanding. 

Section  4.  For  the  purpose  of  facilitating  the  record 
hereof,  this  indenture  has  been  executed  in  several  coun- 
terparts, each  of  which  shall  be  and  shall  be  taken  to  be 
an  original,  and  all  collectively  but  one  instrument. 

In  witness  whereof,  The  Central  Steel  Company,  the 
party  of  the  first  part,  and  The  Cleveland  Trust  Com- 


88 


pany,  the  party  of  the  second  part,  have  caused  this  in- 
denture to  be  signed  in  their  respective  corporate  names 
by  their  respective  Presidents  or  one  of  their  respective 
Vice-Presidents  and  their  respective  corporate  seals  to  be 
hereunto  affixed  and  to  be  attested  by  their  respective 
Secretaries  or  one  of  their  respective  Assistant  Secre- 
taries, as  of  the  day  and  year  first  above  written. 

The  Central  Steel  Company, 
by  R.  E.  Bebb, 

(Corporate  Seal.)  , President. 

Attest: 

C.  E.  Stuart, 

Secretary. 


Signed,  sealed  and  delivered  by 
The  Central  Steel  Company 
in  the  presence  of 

C.  G.  Herbruck, 

Henry  A.  Marting, 

The  Cleveland  Trust  Company, 
by  P.  T.  White, 

(Corporate  Seal.)  Vice-President. 

Attest : 

H.  D.  King, 

Secretary. 

Signed,  sealed  and  delivered  by 
The  Cleveland  Trust  Company 
in  the  presence  of 

C.  G.  Herbruck, 

Henry  A.  Marting. 

[Recorded  and  filed  in  Ohio  as  follows : as  a mortgage 
of  real  property  in  the  office  of  the  Recorder  of  Stark 
County,  November  21,  1921,  in  Vol.  737,  Page  234,  Re- 
corded Document  #155613;  as  a chattel  mortgage,  in 
said  office  on  said  date,  #7602.] 


89 


State  of  Ohio,  | gg  . 

County  of  Cuyahoga,  J 


Be  it  remembered  that  on  this  21st  day  of  November,  in  the  year  1921,  before  me  the 
undersigned,  a notary  public  in  and  for  said  County  and  State,  personally  came  and  appeared 
R.  E.  Bebb  and  C.  E.  Stuart  to  me  known,  who,  being  by  me  severally  duly  sworn,  did  depose 
and  say,  each  for  himself,  that  said  R.  E.  Bebb  resides  in  Canton,  Ohio,  and  said  C.  E.  Stuart 
in  Massillon,  Ohio;  that  said  R.  E.  Bebb  is  President  and  said  C.  E.  Stuart  is  Secretary  of 
The  Central  Steel  Company;  one  of  the  corporations  described  in  and  which  executed  the 
foregoing  instrument  bearing  date  the  first  day  of  November,  1921 ; that  he  is  authorized  by 
said  corporation  to  execute  and  acknowledge  deeds  and  other  writings  of  said  corporation; 
that  he  knows  the  seal  of  said  corporate  seal;  that  it  was  so  affixed  by  order  of  the  board  of 
directors  of  said  corporation  and  that  he  signed  his  name  thereto  by  like  order ; and  each 
severally  duly  acknowledged  to  me  that  he  did  sign,  seal  and  deliver  the  foregoing  instrument 
as  and  for  the  corporate  act  and  deed  of  said  corporation  and  that  the  same  is  the  free  act  and 
deed  of  said  corporation  and  of  himself  as  such  officer. 


Witness  my  hand  and  notarial  and  official  seal  at  Cleveland  in  the  County  and  State 
aforesaid,  the  day  and  year  first  above  written. 


Henry  A.  Marting, 
(Seal.)  Notary  Public. 


State  of  Ohio,  J 

County  of  Cuyahoga,  j 


Be  it  remembered  that  on  this  21st  day  of  November,  in  the  year  1921,  before  me  the 
undersigned,  a notary  public  in  and  for  said  County  and  State,  personally  came  and  appeared 
P.  T.  White  and  H.  D.  King  to  me  known,  who,  being  by  me  severally  duly  sworn,  did  depose 
and  say,  each  for  himself,  that  said  P.  T.  White  resides  in  Cleveland,  Ohio,  and  said  H.  D. 
King  in  Cleveland,  Ohio;  that  said  P.  T.  White  is  Vice-President  and  said  H.  D.  King  is 
Secretary,  of  The  Cleveland  Trust  Company  of  Cleveland,  Ohio,  one  of  the  corporations 
described  in  and  which  executed  the  foregoing  instrument  bearing  date  the  first  day 
of  November,  1921 ; that  he  is  authorized  by  said  corporation  to  execute  and  acknowledge 
deeds  and  other  writings  of  said  corporation;  that  he  knows  the  seal  of  said  corporation;  that 
the  seal  affixed  to  said  instrument  is  such  corporate  seal;  that  it  was  so  affixed  by  order  of 
the  board  of  directors  of  said  corporation  and  that  he  signed  his  name  thereto  by  like  order; 
and  each  severally  duly  acknowledged  to  me  that  he  did  sign,  seal  and  deliver  the  foregoing 
instrument  as  and  for  the  corporate  act  and  deed  of  said  corporation  and  that  the  same  is 
the  free  act  and  deed  of  said  corporation  and  of  himself  as  such  officer. 


Witness  my  hand  and  notarial  and  official  seal  at  Cleveland  in  the  County  and  State 
aforesaid,  the  day  and  year  first  above  written. 


Henry  A.  Marting, 
(Seal.)  Notary  Public. 


State  of  Ohio  ) 

County  of  Cuyahoga,  \ ' * 

R.  A.  Malm,  being  first  duly  sworn,  says  that  he  is  the  duly  authorized  agent  of  The 
Cleveland  Trust  Company,  a corporation,  the  mortgagee  named  in  the  instrument  of 
which  the  within  is  a true  copy,  said  instrument  having  been  executed  by  the  Central 

Steel  Company  of  Massillon,  Ohio,  mortgagor;  that  the  amount  of  the  claim,  to  secure 

the  payment  of  which  said  instrument  is  given  is  Five  million  dollars  ($5,000,000.)  pay- 
able in  gold  coin  of  the  United  States  of  America  of  or  equal  to  the  standard  of  weight  and 
fineness  existing  on  November  1,  1921,  with  interest  thereon  in  like  gold  coin  at  the  rate  of 
eight  per  cent  (8%)  per  annum,  payable  semi-annually;  that  said  amount  of  principal  and 
interest  is  evidenced  by  the  certain  Twenty-Year  Eight  Per  Cent.  First  Mortgage  Sinking 

Fund  Gold  Bonds  of  the  mortgagor,  said  bonds  being  dated  November  1,  1921,  and  payable 

as  provided  in  said  instrument;  that  said  claim  is  just  and  unpaid,  and  that  the  instrument 
of  which  the  within  is  a true  copy  was  taken  in  good  faith  to  secure  the  payment  thereof. 

R.  A.  Malm. 

Sworn  to  before  me  this  21st  ) 
day  of  November,  1921.  | 

Henry  A.  Marting, 

Notary  Public. 

(Seal.) 


